EX-10.1



 Exhibit 10.1 

CUSIP Number: 37253KAA9 

$150,000,000 REVOLVING CREDIT FACILITY 

$150,000,000 TERM LOAN FACILITY 

CREDIT AGREEMENT 
 by
and among 
 GENTEX CORPORATION, as the Borrower 

and 
 THE GUARANTORS
FROM TIME TO TIME PARTY HERETO 
 and 

THE LENDERS PARTY HERETO 

and 
 PNC BANK, NATIONAL
ASSOCIATION, as Administrative Agent 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent 

and 
 PNC CAPITAL
MARKETS LLC, as Sole Lead Arranger and Sole Bookrunner 
 Dated as of September 27, 2013 







 TABLE OF CONTENTS 

 

											
	 	  	 	  	 	  	Page	 
	1.	  	CERTAIN DEFINITIONS	  	 	1	  
		  	1.1	  	Certain Definitions	  	 	1	  
		  	1.2	  	Construction	  	 	27	  
		  	1.3	  	Accounting Principles; Changes in GAAP	  	 	28	  
			
	2.	  	REVOLVING CREDIT AND SWING LOAN FACILITIES	  	 	29	  
		  	2.1	  	Revolving Credit Commitments	  	 	29	  
		  		  	2.1.1	  	Revolving Credit Loans	  	 	29	  
		  		  	2.1.2	  	Swing Loan Commitment	  	 	29	  
		  	2.2	  	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans	  	 	29	  
		  	2.3	  	Commitment Fees	  	 	29	  
		  	2.4	  	Termination or Reduction of Revolving Credit Commitments	  	 	30	  
		  	2.5	  	Revolving Credit Loan Requests; Swing Loan Requests	  	 	30	  
		  		  	2.5.1	  	Revolving Credit Loan Requests	  	 	30	  
		  		  	2.5.2	  	Swing Loan Requests	  	 	31	  
		  	2.6	  	Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans	  	 	31	  
		  		  	2.6.1	  	Making Revolving Credit Loans	  	 	31	  
		  		  	2.6.2	  	Presumptions by the Administrative Agent	  	 	31	  
		  		  	2.6.3	  	Making Swing Loans	  	 	32	  
		  		  	2.6.4	  	Repayment of Revolving Credit Loans	  	 	32	  
		  		  	2.6.5	  	Borrowings to Repay Swing Loans	  	 	32	  
		  		  	2.6.6	  	Swing Loans Under Cash Management Agreements	  	 	32	  
		  	2.7	  	Notes	  	 	33	  
		  	2.8	  	Use of Proceeds	  	 	33	  
		  	2.9	  	Letter of Credit Subfacility	  	 	33	  
		  		  	2.9.1	  	Issuance of Letters of Credit	  	 	33	  
		  		  	2.9.2	  	Letter of Credit Fees	  	 	34	  
		  		  	2.9.3	  	Disbursements, Reimbursement	  	 	34	  
		  		  	2.9.4	  	Repayment of Participation Advances	  	 	36	  
		  		  	2.9.5	  	Documentation	  	 	36	  
		  		  	2.9.6	  	Determinations to Honor Drawing Requests	  	 	37	  
		  		  	2.9.7	  	Nature of Participation and Reimbursement Obligations	  	 	37	  
		  		  	2.9.8	  	Indemnity	  	 	38	  
		  		  	2.9.9	  	Liability for Acts and Omissions	  	 	39	  
		  		  	2.9.10	  	Issuing Lender Reporting Requirements	  	 	40	  
		  		  	2.9.11	  	Letters of Credit Issued for other Loan Parties	  	 	40	  
		  	2.10	  	Additional Commitment	  	 	41	  
		  	2.11	  	Defaulting Lenders	  	 	42	  
			
	3.	  	TERM LOANS	  	 	44	  
		  	3.1	  	Term Loan Commitments	  	 	44	  
		  	3.2	  	Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms	  	 	44	  


  
 (i) 









													
			
	4.	  	INTEREST RATES	  	 	44	  
		  	4.1	  	 	Interest Rate Options	  	 	44	  
		  		  	 	4.1.1	  	  	Interest Rate Options; Swing Line Interest Rate	  	 	45	  
		  		  	 	4.1.2	  	  	Rate Quotations	  	 	45	  
		  	4.2	  	 	Interest Periods	  	 	45	  
		  		  	 	4.2.1	  	  	Amount of Borrowing Tranche	  	 	45	  
		  		  	 	4.2.2	  	  	Renewals	  	 	45	  
		  	4.3	  	 	Interest After Default	  	 	45	  
		  		  	 	4.3.1	  	  	Letter of Credit Fees, Interest Rate	  	 	45	  
		  		  	 	4.3.2	  	  	Other Obligations	  	 	45	  
		  		  	 	4.3.3	  	  	Acknowledgment	  	 	46	  
		  	4.4	  	 	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available	  	 	46	  
		  		  	 	4.4.1	  	  	Unascertainable	  	 	46	  
		  		  	 	4.4.2	  	  	Illegality; Increased Costs; Deposits Not Available	  	 	46	  
		  		  	 	4.4.3	  	  	Administrative Agent’s and Lender’s Rights	  	 	47	  
		  	4.5	  	 	Selection of Interest Rate Options	  	 	47	  
			
	5.	  	PAYMENTS	  	 	47	  
		  	5.1	  	 	Payments	  	 	47	  
		  	5.2	  	 	Pro Rata Treatment of Lenders	  	 	48	  
		  	5.3	  	 	Sharing of Payments by Lenders	  	 	48	  
		  	5.4	  	 	Presumptions by Administrative Agent	  	 	49	  
		  	5.5	  	 	Interest Payment Dates	  	 	49	  
		  	5.6	  	 	Voluntary Prepayments	  	 	49	  
		  		  	 	5.6.1	  	  	Right to Prepay	  	 	49	  
		  		  	 	5.6.2	  	  	Replacement of a Lender	  	 	50	  
		  		  	 	5.6.3	  	  	Designation of a Different Lending Office	  	 	51	  
		  	5.7	  	 	Mandatory Prepayments	  	 	51	  
		  		  	 	5.7.1	  	  	Sale of Assets	  	 	51	  
		  		  	 	5.7.2	  	  	Issuance of Indebtedness	  	 	52	  
		  		  	 	5.7.3	  	  	Insurance Proceeds	  	 	52	  
		  		  	 	5.7.4	  	  	Application Among Interest Rate Options	  	 	52	  
		  	5.8	  	 	Increased Costs	  	 	52	  
		  		  	 	5.8.1	  	  	Increased Costs Generally	  	 	52	  
		  		  	 	5.8.2	  	  	Capital Requirements	  	 	53	  
		  		  	 	5.8.3	  	  	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans	  	 	53	  
		  		  	 	5.8.4	  	  	Delay in Requests	  	 	53	  
		  	5.9	  	 	Taxes	  	  		  	 	54	  
		  		  	 	5.9.1	  	  	Issuing Lender	  	 	54	  
		  		  	 	5.9.2	  	  	Payments Free of Taxes	  	 	54	  
		  		  	 	5.9.3	  	  	Payment of Other Taxes by the Loan Parties	  	 	54	  
		  		  	 	5.9.4	  	  	Indemnification by the Loan Parties	  	 	54	  


  
 (ii) 









											
		  		  	5.9.5	  	Indemnification by the Lenders	  	 	55	  
		  		  	5.9.6	  	Evidence of Payments	  	 	55	  
		  		  	5.9.7	  	Status of Lenders	  	 	55	  
		  		  	5.9.8	  	Treatment of Certain Refunds	  	 	57	  
		  		  	5.9.9	  	Survival	  	 	58	  
		  	5.10	  	Indemnity	  	 	58	  
		  	5.11	  	Settlement Date Procedures	  	 	58	  
			
	6.	  	REPRESENTATIONS AND WARRANTIES	  	 	59	  
		  	6.1	  	Representations and Warranties	  	 	59	  
		  		  	6.1.1	  	Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default	  	 	59	  
		  		  	6.1.2	  	Capitalization and Ownership	  	 	59	  
		  		  	6.1.3	  	Subsidiaries	  	 	59	  
		  		  	6.1.4	  	Validity and Binding Effect	  	 	60	  
		  		  	6.1.5	  	No Conflict; Material Agreements; Consents	  	 	60	  
		  		  	6.1.6	  	Litigation	  	 	60	  
		  		  	6.1.7	  	Financial Statements	  	 	60	  
		  		  	6.1.8	  	Margin Stock	  	 	61	  
		  		  	6.1.9	  	Full Disclosure	  	 	61	  
		  		  	6.1.10	  	Taxes	  	 	61	  
		  		  	6.1.11	  	Patents, Trademarks, Copyrights, Licenses, Etc.	  	 	61	  
		  		  	6.1.12	  	Insurance	  	 	62	  
		  		  	6.1.13	  	Benefit Arrangement, Pension Plan and Multiemployer Plan Compliance	  	 	62	  
		  		  	6.1.14	  	Environmental Matters	  	 	63	  
		  		  	6.1.15	  	Solvency	  	 	63	  
		  		  	6.1.16	  	Anti-Terrorism Laws	  	 	63	  
		  		  	6.1.17	  	Senior Debt Status	  	 	63	  
			
	7.	  	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	  	 	63	  
		  	7.1	  	First Loans and Letters of Credit	  	 	63	  
		  		  	7.1.1	  	Deliveries	  	 	63	  
		  		  	7.1.2	  	Payment of Fees	  	 	65	  
		  	7.2	  	Each Loan or Letter of Credit	  	 	65	  
			
	8.	  	COVENANTS	  	 	66	  
		  	8.1	  	Affirmative Covenants	  	 	66	  
		  		  	8.1.1	  	Preservation of Existence, Etc.	  	 	66	  
		  		  	8.1.2	  	Payment of Liabilities, Including Taxes, Etc.	  	 	66	  
		  		  	8.1.3	  	Maintenance of Insurance	  	 	66	  
		  		  	8.1.4	  	Maintenance of Properties and Leases	  	 	66	  
		  		  	8.1.5	  	Visitation Rights	  	 	66	  
		  		  	8.1.6	  	Keeping of Records and Books of Account	  	 	67	  
		  		  	8.1.7	  	Compliance with Laws; Use of Proceeds	  	 	67	  
		  		  	8.1.8	  	Anti-Terrorism Laws; International Trade Compliance	  	 	67	  
		  		  	8.1.9	  	Keepwell	  	 	67	  
		  		  	8.1.10	  	Additional Guarantors	  	 	68	  


  
 (iii) 









											
		  	8.2	  	Negative Covenants	  	 	68	  
		  		  	8.2.1	  	Indebtedness	  	 	68	  
		  		  	8.2.2	  	Liens; Lien Covenants	  	 	69	  
		  		  	8.2.3	  	Reserved	  	 	69	  
		  		  	8.2.4	  	Loans and Investments	  	 	69	  
		  		  	8.2.5	  	Liquidations, Mergers, Consolidations	  	 	71	  
		  		  	8.2.6	  	Dispositions of Assets or Subsidiaries	  	 	72	  
		  		  	8.2.7	  	Affiliate Transactions	  	 	72	  
		  		  	8.2.8	  	Reserved	  	 	73	  
		  		  	8.2.9	  	Continuation of or Change in Business	  	 	73	  
		  		  	8.2.10	  	Fiscal Year	  	 	73	  
		  		  	8.2.11	  	Reserved	  	 	73	  
		  		  	8.2.12	  	Reserved	  	 	73	  
		  		  	8.2.13	  	Limitation on Negative Pledges	  	 	73	  
		  		  	8.2.14	  	Maximum Consolidated Leverage Ratio	  	 	73	  
		  		  	8.2.15	  	Minimum Consolidated Interest Coverage Ratio	  	 	74	  
		  	8.3	  	Reporting Requirements	  	 	74	  
		  		  	8.3.1	  	Quarterly Financial Statements	  	 	74	  
		  		  	8.3.2	  	Annual Financial Statements	  	 	74	  
		  		  	8.3.3	  	Certificate of the Borrower	  	 	74	  
		  		  	8.3.4	  	Notices	  	 	74	  
		  		  	8.3.5	  	Delivery	  	 	75	  
			
	9.	  	 DEFAULT
	  	 	75	  
		  	9.1	  	Events of Default	  	 	75	  
		  		  	9.1.1	  	Payments Under Loan Documents	  	 	75	  
		  		  	9.1.2	  	Breach of Warranty	  	 	76	  
		  		  	9.1.3	  	Reserved	  	 	76	  
		  		  	9.1.4	  	Breach of Negative Covenants, Anti-Terrorism Laws or Notice of Default	  	 	76	  
		  		  	9.1.5	  	Breach of Other Covenants	  	 	76	  
		  		  	9.1.6	  	Defaults in Other Agreements or Indebtedness	  	 	76	  
		  		  	9.1.7	  	Final Judgments or Orders	  	 	76	  
		  		  	9.1.8	  	Loan Document Unenforceable	  	 	76	  
		  		  	9.1.9	  	Events Relating to Benefit Arrangements, Pension Plans and Multiemployer Plans	  	 	77	  
		  		  	9.1.10	  	Change of Control	  	 	77	  
		  		  	9.1.11	  	Relief Proceedings	  	 	77	  
		  	9.2	  	Consequences of Event of Default	  	 	77	  
		  		  	9.2.1	  	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings	  	 	77	  
		  		  	9.2.2	  	Bankruptcy, Insolvency or Reorganization Proceedings	  	 	77	  
		  		  	9.2.3	  	Set-off	  	 	78	  
		  		  	9.2.4	  	Application of Proceeds	  	 	78	  


  
 (iv) 









											
			
	10.	  	THE ADMINISTRATIVE AGENT	  	 	79	  
		  	10.1	  	Appointment and Authority	  	 	79	  
		  	10.2	  	Rights as a Lender	  	 	79	  
		  	10.3	  	Exculpatory Provisions	  	 	80	  
		  	10.4	  	Reliance by Administrative Agent	  	 	81	  
		  	10.5	  	Delegation of Duties	  	 	81	  
		  	10.6	  	Resignation of Administrative Agent	  	 	81	  
		  	10.7	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	82	  
		  	10.8	  	No Other Duties, etc.	  	 	82	  
		  	10.9	  	Administrative Agent’s Fee	  	 	82	  
		  	10.10	  	Authorization to Release Guarantors	  	 	82	  
		  	10.11	  	No Reliance on Administrative Agent’s Customer Identification Program	  	 	83	  
			
	11.	  	MISCELLANEOUS	  	 	83	  
		  	11.1	  	Modifications, Amendments or Waivers	  	 	83	  
		  		  	11.1.1	  	Increase of Commitment	  	 	83	  
		  		  	11.1.2	  	Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment	  	 	83	  
		  		  	11.1.3	  	Release of Guarantor	  	 	83	  
		  		  	11.1.4	  	Miscellaneous	  	 	84	  
		  	11.2	  	No Implied Waivers; Cumulative Remedies	  	 	85	  
		  	11.3	  	Expenses; Indemnity; Damage Waiver	  	 	85	  
		  		  	11.3.1	  	Costs and Expenses	  	 	85	  
		  		  	11.3.2	  	Indemnification by the Loan Parties	  	 	86	  
		  		  	11.3.3	  	Reimbursement by Lenders	  	 	86	  
		  		  	11.3.4	  	Waiver of Consequential Damages, Etc.	  	 	86	  
		  		  	11.3.5	  	Payments	  	 	87	  
		  	11.4	  	Holidays	  	 	87	  
		  	11.5	  	Notices; Effectiveness; Electronic Communication	  	 	87	  
		  		  	11.5.1	  	Notices Generally	  	 	87	  
		  		  	11.5.2	  	Electronic Communications	  	 	87	  
		  		  	11.5.3	  	Change of Address, Etc.	  	 	88	  
		  	11.6	  	Severability	  	 	88	  
		  	11.7	  	Duration; Survival	  	 	88	  
		  	11.8	  	Successors and Assigns	  	 	88	  
		  		  	11.8.1	  	Successors and Assigns Generally	  	 	88	  
		  		  	11.8.2	  	Assignments by Lenders	  	 	89	  
		  		  	11.8.3	  	Register	  	 	90	  
		  		  	11.8.4	  	Participations	  	 	91	  
		  		  	11.8.5	  	Certain Pledges; Successors and Assigns Generally	  	 	92	  
		  	11.9	  	Confidentiality	  	 	92	  
		  		  	11.9.1	  	General	  	 	92	  
		  		  	11.9.2	  	Sharing Information With Affiliates of the Lenders	  	 	92	  
		  	11.10	  	Counterparts; Integration; Effectiveness	  	 	93	  
		  	11.11	  	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	  	 	93	  
		  		  	11.11.1	  	Governing Law	  	 	93	  
		  		  	11.11.2	  	SUBMISSION TO JURISDICTION	  	 	93	  


  
 (v) 









											
		  		  	11.11.3	  	WAIVER OF VENUE	  	 	94	  
		  		  	11.11.4	  	SERVICE OF PROCESS	  	 	94	  
		  		  	11.11.5	  	WAIVER OF JURY TRIAL	  	 	94	  
		  	11.12	  	USA Patriot Act Notice	  	 	94	  


  
 (vi) 








 LIST OF SCHEDULES AND EXHIBITS 

SCHEDULES 
  

							
	 SCHEDULE 1.1(A)
	 	 	-	  	 	PRICING GRID
	 SCHEDULE 1.1(B)
	 	 	-	  	 	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	 SCHEDULE 1.1(E)
	 	 	-	  	 	EXISTING LETTERS OF CREDIT
	 SCHEDULE 1.1(P)
	 	 	-	  	 	PERMITTED LIENS
	 SCHEDULE 1.1(S)
	 	 	-	  	 	EXCLUDED SUBSIDIARIES
	 SCHEDULE 6.1.3
	 	 	-	  	 	SUBSIDIARIES
	 SCHEDULE 8.2.1
	 	 	-	  	 	PERMITTED INDEBTEDNESS
			
	 EXHIBITS
	 				 	
			
	 EXHIBIT 1.1(A)
	 	 	-	  	 	ASSIGNMENT AND ASSUMPTION AGREEMENT
	 EXHIBIT 1.1(N)(1)
	 	 	-	  	 	REVOLVING CREDIT NOTE
	 EXHIBIT 1.1(N)(2)
	 	 	-	  	 	SWING LOAN NOTE
	 EXHIBIT 1.1(N)(3)
	 	 	-	  	 	TERM LOAN NOTE
	 EXHIBIT 2.5.1
	 	 	-	  	 	LOAN REQUEST
	 EXHIBIT 2.5.2
	 	 	-	  	 	SWING LOAN REQUEST
	 EXHIBIT 5.9.7(A)
	 	 	-	  	 	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 EXHIBIT 5.9.7 (B)
	 	 	-	  	 	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 EXHIBIT 5.9.7 (C)
	 	 	-	  	 	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	 EXHIBIT 5.9.7 (D)
	 	 	-	  	 	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	 EXHIBIT 8.2.4
	 	 	-	  	 	ACQUISITION COMPLIANCE CERTIFICATE
	 EXHIBIT 8.3.3
	 	 	-	  	 	QUARTERLY COMPLIANCE CERTIFICATE


  
 (vii) 








 CREDIT AGREEMENT 

THIS CREDIT AGREEMENT (as hereafter amended, modified, supplemented or restated, this “Agreement”) is dated as of
September 27, 2013 and is made by and among GENTEX CORPORATION, a Michigan corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION,
in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). 

The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to
exceed $150,000,000, subject to increase as set forth in Section 2.10 [Additional Commitment] hereof, and (ii) a term loan facility in an aggregate principal amount of $150,000,000, subject to increase as set forth in Section 2.10
[Additional Commitment] hereof. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: 

1. CERTAIN DEFINITIONS 

1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have
the following meanings, respectively, unless the context hereof clearly requires otherwise: 
 Acquired Business Material Adverse
Effect shall mean an event, change, development or effect that has had or could reasonably be expected to have a Business Material Adverse Effect, except as contemplated by or disclosed in the Acquisition Agreement, that would result in a
failure of a condition precedent under the Acquisition Agreement. 
 Acquisition shall mean that certain transaction contemplated by
the Acquisition Agreement. 
 Acquisition Agreement shall mean that certain Asset Purchase Agreement, dated as of July 18, 2013,
by and between the Seller and the Borrower with respect to the acquisition by the Borrower of certain assets owned by the Seller. 

Acquisition Documents shall mean the Acquisition Agreement, that certain Transition Services Agreement, dated as of July 18, 2013,
by and between the Seller and the Borrower, and that certain Supply Agreement, dated as of July 18, 2013, by and between the Seller and the Borrower (including all amendments, supplements, schedules, and exhibits thereto). 

Additional Commitment shall have the meaning assigned to that term in Section 2.10 [Additional Commitment]. 

Additional Lender shall have the meaning assigned to that term in Section 2.10 [Additional Commitment]. 







 Additional Revolving Credit Commitment shall have the meaning assigned to that term in
Section 2.10 [Additional Commitment]. 
 Additional Term Loan Commitment shall have the meaning assigned to that term in
Section 2.10 [Additional Commitment]. 
 Administrative Agent shall mean PNC Bank, National Association, and its successors and
assigns, in its capacity as administrative agent hereunder. 
 Administrative Agent’s Fee shall have the meaning specified in
Section 10.9 [Administrative Agent’s Fee]. 
 Administrative Agent’s Letter shall have the meaning specified in
Section 10.9 [Administrative Agent’s Fee]. 
 Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of
any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. 
 Anti-Terrorism Laws
shall mean any Laws of the United States of America applicable to the Covered Entities, as the context may require, relating to terrorism, trade sanctions programs and embargoes, money laundering or bribery, and any regulation, order, or directive
promulgated, issued or enforced by any Compliance Authority pursuant to such Laws, all as amended, supplemented or replaced from time to time. 

Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Consolidated Leverage Ratio then in effect
according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.” 
 Applicable Letter of Credit Fee
Rate shall mean the percentage rate per annum based on the Consolidated Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.” 

Applicable Margin shall mean, as applicable: 

(i) the percentage spread to be added to the Base Rate applicable to Loans under the Base Rate Option based on the Consolidated Leverage Ratio
then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Base Rate Spread”, or 
 (ii) the
percentage spread to be added to the LIBOR Rate applicable to Loans under the LIBOR Rate Option based on the Consolidated Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “LIBOR Rate
Spread”. 

  
 2 








 Approved Fund shall mean any fund that is engaged in making, purchasing, holding or
investing in commercial loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender. 
 Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered
into by a Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A). 

Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer,
Treasurer or Assistant Treasurer of such Loan Party, any manager or the members (as applicable) in the case of any Loan Party which is a limited liability company, or such other individuals, designated by written notice to the Administrative Agent
from the Borrower, authorized to execute notices, reports and other documents on behalf of such Loan Party required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the
Administrative Agent. 
 Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of
(i) the Federal Funds Open Rate, plus 50 basis points (0.5%), (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at
the opening of business on the day such change occurs. 
 Base Rate Option shall mean the option of the Borrower to have Loans bear
interest at the rate and under the terms set forth in Section 4.1.1(i) [Base Rate Option]. 
 Benefit Arrangement shall mean at
any time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA (other than a Pension Plan or a Multiemployer Plan) that is maintained, sponsored or otherwise contributed to by any member of the ERISA Group. 

Borrower shall have the meaning specified in the introductory paragraph. 

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the
same or a different Interest Rate Option, which shall be a Business Day. 
 Borrowing Tranche shall mean specified portions of Loans
outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing
Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. 
 Business Day shall
mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate
Option applies, such day must also be a day on which dealings are carried on in the London interbank market. 

  
 3 








 Business Material Adverse Effect shall have the meaning specified in the Acquisition
Agreement. 
 Capital Stock shall mean any and all shares, interests, participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 

Cash Management Agreements shall have the meaning specified in Section 2.6.6 [Swing Loans Under Cash Management Agreements]. 

Casualty Event shall mean an event that gives rise to the receipt by any of the Loan Parties or their Subsidiaries of any property or
casualty insurance proceeds or condemnation awards in respect of any personal or real property. 
 CEA shall mean the Commodity
Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute. 
 CFTC shall mean the Commodity
Futures Trading Commission. 
 Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following:
(i) the adoption or taking effect of any Law, (ii) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the making or issuance of any request, rule,
guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (b) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of Law), in each case pursuant to
Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. 

Change of Control shall mean (i) any “person” or “group” (as such terms are used in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall have acquired “beneficial ownership” (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of more than 30% of the Capital Stock of
the Borrower, or (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors. 
 CIP
Regulations shall have the meaning specified in Section 10.11 [No Reliance on Administrative Agent’s Customer Identification Program]. 

Closing Date shall mean the Business Day on which the first Loan shall be made, which shall be September 27, 2013. 

Closing Date Compliance Certificate shall have the meaning specified in Section 7.1.1(vi) [Deliveries]. 

  
 4 








 Code shall mean the Internal Revenue Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 

Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and Term Loan Commitment and, in the case of
PNC, its Swing Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments, Term Loan Commitments and Swing Loan Commitment of all of the Lenders. 

Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees]. 

Compliance Authority shall mean each and all of (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S.
Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department and (g) U.S. Securities and Exchange Commission. 
 Compliance Certificate shall have the meaning specified
in Section 8.3.3 [Certificate of the Borrower]. 
 Consideration shall mean with respect to any Permitted Acquisition, the
aggregate of (i) the cash paid by any of the Loan Parties, directly or indirectly, to the seller in connection therewith and (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the seller or otherwise
and whether fixed or contingent. 
 Consolidated EBITDA shall mean, for any period of determination, (i) the sum of net income,
depreciation, amortization, other non-cash charges to net income, interest expense, income tax expense, unusual and non-recurring losses, charges or expenses (including in connection with this Agreement and the Acquisition which are expensed and not
capitalized in an amount not to exceed $7,500,000) and extraordinary losses, minus (ii) non-cash credits to net income and extraordinary gains, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in
accordance with GAAP, provided, however that for the purposes of this definition, if at any time during such period, (1) the Borrower or any of its Subsidiaries purchases or acquires all or substantially all of the ownership interests of
another Person, or purchases or acquires (in one transaction or a series of transactions) assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person (each, an
“Acquisition”), Consolidated EBITDA shall be calculated after giving pro forma effect thereto as if such Acquisition occurred on the first day of such period and after giving pro forma effect to any adjustments (including, without
limitation, operating and expense reductions) as would be permitted to be reflected in pro forma financial information complying with the requirements of Article 11 of Regulation S-X under the Securities Act of 1933, as amended (and the
interpretations of the SEC thereunder) and (2) the Borrower or any of its Subsidiaries disposes of a Subsidiary or assets that constitute a business unit or all or a substantial part of the business of a Subsidiary of the Borrower, Consolidated
EBITDA shall be calculated in accordance with GAAP as if such disposition had been consummated at the beginning of such period. 

  
 5 








 Consolidated Interest Coverage Ratio shall mean, for any period, the ratio of Consolidated
EBITDA to Consolidated Interest Expense for such period. 
 Consolidated Interest Expense shall mean, for any period, total cash
interest expense (including the interest component of capitalized leases) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. For purposes of the foregoing, gross interest expense shall be
determined after giving effect to any net payments received or paid by the Borrower or its Subsidiaries under interest rate protection agreements, the effect of which is required to be reflected in the Borrower’s income statement under
“Interest Expense”. 
 Consolidated Leverage Ratio shall mean, for any date of determination, the ratio of Consolidated
Total Indebtedness as of such date to Consolidated EBITDA for the most recent period of four (4) fiscal quarters then ended. 

Consolidated Total Assets shall mean the total assets of the Borrower and its Subsidiaries, as determined and consolidated in
accordance with GAAP, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 8.3.1 [Quarterly Financial Statements] or Section 8.3.2 [Annual Financial Statements]; provided that for purposes of determining
compliance of a transaction with any restriction set forth in Section 8.2 [Negative Covenants] that is based on a specified percentage of Consolidated Total Assets, compliance of such transaction with the applicable restriction shall be
determined solely with reference to Consolidated Total Assets as determined in this definition as of the date of such transaction. 

Consolidated Total Indebtedness shall mean, for any date of determination, the consolidated Indebtedness as of such day; provided,
however that Consolidated Total Indebtedness shall exclude net obligations under a Hedge Agreement (inclusive of any mark to market adjustment not requiring any actual cash payment or settlement). 

Covered Entity shall mean (a) the Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of collateral
(if any), and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to
vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the
direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise. 
 Continuing
Directors shall mean the directors of the Borrower on the Closing Date and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority
of the then Continuing Directors. 
 Current Casualty Event shall have the meaning specified in Section 5.7.3 [Insurance
Proceeds]. 

  
 6 








 Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the
Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. 

Debtor Relief Laws shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 Defaulting Lender shall mean any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Loans or (iii) pay over to the Administrative Agent, the Issuing Lender, PNC (as the Swing
Loan Lender) or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,
(c) has failed, within two Business Days after request by the Administrative Agent or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon the Administrative Agent’s or the Borrower’s receipt of such certification in form and substance satisfactory to the Administrative Agent or the Borrower, as the case may be, (d) has become the subject of a
Bankruptcy Event or (e) has failed at any time to comply with the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment
received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders. 
 As
used in this definition and in Section 2.11 [Defaulting Lenders], the term “Bankruptcy Event” means, with respect to any Person, such Person or such Person’s direct or indirect parent company becoming the subject of a bankruptcy
or insolvency proceeding, or having had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the
good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by an Official Body or instrumentality thereof if, and only if, such ownership interest does
not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

  
 7 








 Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the
United States of America. 
 Domestic Subsidiary shall mean any Subsidiary that is organized under the Laws of the United States, any
state thereof or the District of Columbia. 
 Drawing Date shall have the meaning specified in Section 2.9.3 [Disbursements,
Reimbursement]. 
 Eastern Time shall mean standard time in the fifth time zone west of Greenwich, reckoned at the 75th meridian, used in the eastern United States. 
 Effective Date shall mean the date
indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement. 

Eligible Contract Participant shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

 Eligibility Date shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan
Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and
otherwise it shall be the Effective Date of this Agreement and/or such other Loan Document(s) to which such Loan Party is a party). 

Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws (including common law),
constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating
to: (i) pollution or pollution control; (ii) protection of human health from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv) employee safety in the workplace; (v) the
presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated
substances; (vi) the presence of contamination; (vii) the protection of endangered or threatened species; and (viii) the protection of environmentally sensitive areas. 

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and
any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 

  
 8 








 ERISA Event shall mean (a) with respect to any Pension Plan, a reportable event under
Section 4043 of ERISA as to which event (after taking into account any applicable waiver) there is a duty to give notice to the PBGC; (b) a withdrawal by any member of the ERISA Group from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that causes any member of the ERISA Group to be treated as such a substantial employer under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any member of the ERISA Group from a Multiemployer Plan resulting in an assessment of withdrawal liability to any member of the ERISA Group, notification that a
Multiemployer Plan to which any member of the ERISA Group contributes is in reorganization (within the meaning of Section 4241 of ERISA) or insolvent (within the meaning of Section 4245 of ERISA), or occurrence of an event described in
Section 4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan in a distress termination described in Section 4041(c) of ERISA, the treatment of a
Pension Plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the determination by the required certification of the responsible actuary that any Pension Plan or Multiemployer 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; (g) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group; or (h) the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan.

 ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA. 

Event of Default shall mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an
“Event of Default.” 
 Exchange Act shall have the meaning assigned to that term in the definition of Change of Control.

 Excluded Hedge Liability or Liabilities shall mean, with respect to each Loan Party, each of its Swap Obligations if, and
only to the extent that, all or any portion of this Agreement or any other Loan Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Loan
Party’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any other Loan Document,
the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for
which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to qualify as an Eligible Contract Participant on the
Eligibility Date for such Swap, and (b) if there is more than one Loan Party executing this Agreement or the other Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not
all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such
Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities. 

  
 9 








 Excluded Subsidiaries shall mean (i) Immaterial Subsidiaries, (ii) any Foreign
Subsidiary of the Borrower, (iii) any direct or indirect Subsidiary of a Foreign Subsidiary, if such Foreign Subsidiary is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (a, “CFC”)
and (iv) any direct or indirect Subsidiary that is treated as a disregarded entity or as a partnership for United States Federal income tax purposes and substantially all of whose assets consist directly or indirectly of Equity Interests and/or
Indebtedness of one or more Foreign Subsidiaries that are CFCs. The Excluded Subsidiaries are not required to join this Agreement as Guarantors. 

Excluded Taxes shall mean any, (i) Taxes imposed on or measured by net income or net profits (however denominated), franchise (and
similar) Taxes, any net-worth (and similar) Taxes (in lieu of net income Taxes) and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) U.S. federal withholding Taxes imposed on amounts payable to or
for the account of any Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (a) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an
assignment request by the Borrower under Section 5.6.2 [Replacement of a Lender]) or (b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.9.7 [Status of Lenders], 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, (iii) Taxes attributable to such Recipient’s
failure to comply with Section 5.9.7 [Status of Lenders], (iv) any U.S. federal withholding Taxes imposed under FATCA , and (v) any U.S. federal backup withholding Taxes imposed under Section 3406 of the Code. 

Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001,
as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 
 Existing Letters of Credit shall mean the
letters of credit set forth on Schedule 1.1(E). 
 Existing Term Loan shall have the meaning assigned to that term in
Section 2.10 [Additional Commitment]. 

  
 10 








 Expiration Date shall mean, with respect to the Revolving Credit Commitments,
September 27, 2018. 
 FATCA shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended
or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to any of the foregoing (including
any intergovernmental agreements). 
 Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360
days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged
by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as
the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall
be the Federal Funds Effective Rate for the last day on which such rate was announced. 
 Federal Funds Open Rate for any day shall
mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the
caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for
purposes of this definition, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no
longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided
however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with
respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change. 

Financial Service Product shall mean agreements or other arrangements to provide any of the following products or services to any of
the Loan Parties and their Subsidiaries: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions or (f) cash management, including controlled disbursement,
accounts or services. 
 Foreign Currency Hedge shall mean any foreign exchange transaction, including spot and forward foreign
currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction
providing for the purchase of one currency in exchange for the sale of another currency. 

  
 11 








 Foreign Currency Hedge Liabilities shall have the meaning assigned in the definition of
Lender Provided Foreign Currency Hedge. 
 Foreign Lender shall mean (i) if the Borrower is a U.S. Person, a Lender that is not
a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. 

Foreign Subsidiary shall mean any direct or indirect Subsidiary which is not a Domestic Subsidiary. 

GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of
Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. 

Guarantor shall mean each Person which joins this Agreement as a Guarantor after the date hereof, provided, in no event shall a
Guarantor be an Excluded Subsidiary. 
 Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in
form and substance reasonably satisfactory to the Administrative Agent. 
 Guaranty of any Person shall mean any obligation of such
Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other
suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. 

Guaranty Agreement shall mean a Continuing Agreement of Guaranty and Suretyship in form and substance reasonably satisfactory to the
Administrative Agent executed and delivered by each of the Guarantors to the Administrative Agent for the benefit of the Lenders. 

Hedge Agreements shall mean foreign exchange agreements, currency swap agreements, interest rate exchange, collar, cap, swap,
adjustable strike cap, adjustable strike corridor agreements or similar hedging agreements entered into by the Loan Parties or their Subsidiaries in the ordinary course of business and not for speculative purposes. 

Hedge Liabilities shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities. 

ICC shall have the meaning specified in Section 11.11.1 [Governing Law]. 

  
 12 








 Immaterial Subsidiaries shall mean (i) Subsidiaries listed on Schedule 1.1(S)
and (ii) any Subsidiary that does not, as of the last day of the most recently completed fiscal quarter of the Borrower, (A) have assets with a value in excess of 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries;
provided that if the aggregate assets then owned by all Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall have a value in excess of 10.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries
as of the last day of such fiscal quarter, the Borrower shall redesignate one or more of such Subsidiaries to not be Immaterial Subsidiaries within ten (10) Business Days after delivery of the Compliance Certificate for such fiscal quarter such
that only those such Subsidiaries as shall then have aggregate assets of less than 10.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries shall constitute Immaterial Subsidiaries, or (B) represent more than 5.0% of the
Consolidated EBITDA of the Borrower and its Subsidiaries; provided that if the aggregate amount of Consolidated EBITDA represented by all Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall have a value in
excess of 10.0% of Consolidated EBITDA of the Borrower and its Subsidiaries as of the last day of such fiscal quarter, the Borrower shall redesignate one or more of such Subsidiaries to not be Immaterial Subsidiaries within ten (10) Business
Days after delivery of the Compliance Certificate for such fiscal quarter such that only those such Subsidiaries as shall represent aggregate Consolidated EBITDA of less than 10.0% of the Consolidated EBITDA of the Borrower and its Subsidiaries
shall constitute Immaterial Subsidiaries. 
 Incremental Facility Amendment shall have the meaning assigned to that term in
Section 2.10 [Additional Commitment]. 
 Incremental Facility Closing Date shall have the meaning assigned to that term in
Section 2.10 [Additional Commitment]. 
 Indebtedness shall mean, as to any Person at any time, any and all indebtedness,
obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or
liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit or Hedge Agreement: (A) in the case of a Hedge Agreement that has been closed
out, in an amount equal to the termination value thereof and (B) in the case of a Hedge Agreement that has not been closed out, in an amount equal to the mark to market value thereof determined on the basis of readily available quotations
provided by any recognized dealer in such Hedge Agreements, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money
entered into by such Person to finance its operations or capital requirements (but not including to the extent not more than thirty (30) days past due (x) trade payables and accrued expenses incurred in the ordinary course of business
which are not represented by a promissory note or other evidence of indebtedness and (y) earn-out obligations and purchase price adjustments), or (v) any Guaranty of Indebtedness for borrowed money. 

Indemnified Taxes shall mean (i) 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 (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes. 

  
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 Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the
Loan Parties]. 
 Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the
Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the
Loan Parties or any of their Subsidiaries. 
 Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action
or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the
benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. 

Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans or Term Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three or six Months. Such Interest Period shall
commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrower is renewing
or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any
portion of the Loans that would end after the Expiration Date or the Maturity Date, as applicable. 
 Interest Rate Hedge shall mean
an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Loan Party in order to provide protection to, or minimize the impact upon, such
Loan Party of increasing floating rates of interest applicable to Indebtedness. 
 Interest Rate Hedge Liabilities shall have the
meaning assigned in the definition of Lender Provided Interest Rate Hedge. 
 Interest Rate Option shall mean any LIBOR Rate Option
or Base Rate Option. 

  
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 Investment shall mean, as to any Person, any direct or indirect acquisition or investment,
loan or capital contribution by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, Guaranty 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 less an amount
equal to the aggregate repayments, interest, returns, profits, distributions, proceeds, fees and similar amounts actually received in cash or Permitted Investments (or actually converted into cash or Permitted Investments) by the Borrower or any of
its Subsidiaries with respect to such Investment; provided that such amount shall not exceed the original amount of such Investment. 

IRS shall mean the United States Internal Revenue Service. 

ISP98 shall have the meaning specified in Section 11.11.1 [Governing Law]. 

Issuing Lender shall mean PNC, in its individual capacity as issuer of Letters of Credit hereunder, Comerica Bank, in its individual
capacity solely as issuer of the Existing Letters of Credit hereunder (including any extensions thereof and any Letters of Credit which replace the Existing Letters of Credit) and any other Lender that Borrower, Administrative Agent and such other
Lender may agree may from time to time issue Letters of Credit hereunder; provided, however that if the Issuing Lender cannot issue a Letter of Credit due to a circumstance described in Section 2.9.1.2, the consent of the Administrative Agent
shall not be required pursuant to this definition. 
 Joint Venture shall mean a corporation, partnership, limited liability company
or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest. 

Law shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement by agreement, consent or otherwise with any Official Body, foreign or domestic. 

Lender Provided Foreign Currency Hedge shall mean a Foreign Currency Hedge which is provided by any Lender or its Affiliate at the time
such Foreign Currency Hedge is entered into and that: (a) is documented in a standard International Swaps and Derivatives Association Master Agreement or another reasonable and customary manner, (b) provides for the method of calculating
the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, (c) is entered into for hedging (rather than speculative) purposes, and (d) such Lender or such Affiliate promptly notifies the
Administrative Agent of the same. The liabilities owing to the provider of any Lender Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Foreign Currency Hedge
shall, for purposes of this Agreement and all other Loan Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty Agreement and otherwise treated as Obligations for purposes of
the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. 

  
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 Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by
any Lender or its Affiliate at the time such Interest Rate Hedge is entered into and that: (a) is documented in a standard International Swaps and Derivatives Association Master Agreement, or another reasonable and customary manner,
(b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, (c) is entered into for hedging (rather than speculative) purposes, and (d) such Lender or
such Affiliate promptly notifies the Administrative Agent of the same. The liabilities owing to the provider of any Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such
Lender Provided Interest Rate Hedge shall, for purposes of this Agreement and all other Loan Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under any Guaranty Agreement and otherwise
treated as Obligations for purposes of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. 

Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a Lender. 
 Letter of Credit shall have the meaning specified in
Section 2.9.1 [Issuance of Letters of Credit]. 
 Letter of Credit Borrowing shall have the meaning specified in
Section 2.9.3 [Disbursements, Reimbursement]. 
 Letter of Credit Fee shall have the meaning specified in Section 2.9.2
[Letter of Credit Fees]. 
 Letter of Credit Obligation shall mean, as of any date of determination, the aggregate amount available
to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase)
plus the aggregate amount of Reimbursement Obligations and Letter of Credit Borrowings on such date. 
 Letter of Credit
Sublimit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit]. 

  
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 LIBOR Rate shall mean the following: with respect to the Loans comprising any Borrowing
Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per
annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is
quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading
banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the
London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a
Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to
1.00 minus the LIBOR Rate Reserve Percentage. The LIBOR Rate may also be expressed by the following formula: 
  

					
	 	 	 	  	London interbank offered rate quoted by Bloomberg or
		 	LIBOR	  	appropriate successor as shown on Bloomberg Page BBAM1
		 	Rate =	  	1.00 – LIBOR Rate Reserve Percentage

 The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies that is outstanding on the
effective date of any change in the LIBOR Rate Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination
shall be conclusive absent manifest error. 
 LIBOR Rate Option shall mean the option of the Borrower to have Loans bear interest at
the rate and under the terms set forth in Section 4.1.1(ii) [LIBOR Rate Option]. 
 LIBOR Rate Reserve Percentage shall mean as
of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). 
 Lien
shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention
arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security. 
 Loan Documents shall
mean this Agreement, the Administrative Agent’s Letter, the Guaranty Agreement, the Notes, and any other instruments, certificates or documents delivered in connection herewith or therewith. 

Loan Parties shall mean the Borrower and the Guarantors. 

Loan Request shall have the meaning specified in Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests]. 

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans, Swing Loans and the Term Loans or any
Revolving Credit Loan, Swing Loan or the Term Loan. 

  
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 Material Adverse Change shall mean any set of circumstances or events which (a) has
or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business,
properties, assets, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as a whole
to duly and punctually pay or perform any of the Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Administrative Agent or the Lenders, to the extent permitted, to enforce their legal
remedies pursuant to this Agreement or any other Loan Document. 
 Maturity Date shall mean, with respect to the Term Loan,
September 27, 2018. 
 Month, with respect to an Interest Period under the LIBOR Rate Option, shall mean the interval between
the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in
which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month. 

Multiemployer Plan shall mean any employee pension benefit plan which is a “multiemployer plan” within the meaning of
Section 4001(a)(3) of ERISA and to which any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five plan years, has made or had an obligation to make such contributions. 

Non-Consenting Lender shall have the meaning specified in Section 11.1 [Modifications, Amendments or Waivers]. 

Non-Qualifying Party shall mean any Loan Party that fails for any reason to qualify as an Eligible Contract Participant on the
Effective Date of the applicable Swap. 
 Notes shall mean collectively, and Note shall mean separately, the promissory notes
in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans, in the form of Exhibit 1.1(N)(2) evidencing the Swing Loan, and in the form of Exhibit 1.1(N)(3) evidencing the Term Loans. 

Obligation shall mean any obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether
to the Administrative Agent, any of the Lenders or their Affiliates or other Persons provided for under such Loan Documents, (ii) any Lender Provided Interest Rate Hedge, (iii) any Lender Provided Foreign Currency Hedge, or (iv) any
Other Lender Provided Financial Service Product. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities. 

Official Body shall mean the government of the United States of America 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) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

  
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 Order shall have the meaning specified in Section 2.9.9 [Liability for Acts and
Omissions]. 
 Other Connection Taxes shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient (or an agent or affiliate thereof) and the jurisdiction imposing such Tax (other than connections arising solely 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 (other than a sale or assignment of an interest in any Loan or Loan Document) pursuant to, or enforced any Loan Document. 

Other Lender Provided Financial Service Product shall mean any Financial Service Product provided by any Lender or Affiliate of a
Lender. 
 Other Taxes shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under or 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
imposed with respect to an assignment (other than an assignment made pursuant to Section 5.6.2 [Replacement of a Lender]), grant of a participation or transfer or assignment to or designation of a new applicable lending office or other office
for receiving payments under any Loan Document or other voluntary transfer and except, for the avoidance of doubt, any Excluded Taxes. 

Participant has the meaning specified in Section 11.8.4 [Participations]. 

Participant Register shall have the meaning specified in Section 11.8.4 [Participations]. 

Participation Advance shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement]. 

Payment Date shall mean the last Business Day of each December, March, June and September after the date hereof commencing on
December 31, 2013 and on the Expiration Date or the Maturity Date, as applicable, or upon acceleration of the Notes. 
 Payment In
Full and Paid in Full shall mean the payment in full in cash of the Loans and other Obligations hereunder (other than contingent obligations as to which no claim has been asserted and Obligations under Lender Provided Interest Rate
Hedges, Lender Provided Foreign Currency Hedges and Other Lender Provided Financial Services Products), termination of the Commitments and expiration or termination of all Letters of Credit (unless the Letter of Credit Obligations related thereto
have been cash collateralized or back-stopped by a letter of credit reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender). 

  
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 PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA or any successor. 
 Pension Plan shall mean at any time an “employee pension benefit plan” (as such
term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 or Section 430 of the Code and Section 302 of ERISA and that is sponsored, maintained, contributed to, or required to be contributed to, by any member of the ERISA Group. 

Permitted Acquisition shall have the meaning assigned to such term in Section 8.2.4 [Loans and Investments]. 

Permitted Investments shall mean: 

(i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twenty-four (24) months or less from the date of acquisition; 
 (ii) commercial
paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition; 

(iii) demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A
or the equivalent or better by Standard & Poor’s on the date of acquisition; 
 (iv) money market or mutual funds whose
investments are limited to those types of investments described in clauses (i), (ii) or (iii) above; 
 (v) long term investments
consisting of investments described in the Borrower’s written investment policy; and 
 (vi) investments made under the Cash Management
Agreements or under cash management agreements with any other Lenders. 
 Permitted Liens shall mean: 

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable; 

(ii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any
fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs; 
 (iii)
Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that
are not yet due and payable or in default; 

  
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 (iv) Good-faith pledges or deposits made in the ordinary course of business to secure performance
of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds
required in the ordinary course of business; 
 (v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the
use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use; 

(vi) Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Lenders and their Affiliates securing
the Obligations (including Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges, and Other Lender Provided Financial Services Products); 

(vii) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount
secured thereby is not hereafter increased, and no additional assets become subject to such Lien; 
 (viii) Purchase Money Security Interests
and capitalized leases; provided that (i) the aggregate amount of loans and deferred payments secured by such Purchase Money Security Interests and capitalized leases shall not exceed $20,000,000 in the aggregate at any time outstanding
(excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P)), and (ii) such Liens shall be limited to the assets acquired with such purchase money financing or leased
pursuant to such capital lease; 
 (ix) Liens in favor of deposit banks arising as a matter of Law or under customary general terms and
conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to the financial
institution’s general terms and conditions; 
 (x) Liens in an aggregate amount outstanding at any time not to exceed the greater of
$30,000,000 and 2% of Consolidated Total Assets; 
 (xi) Liens on any asset at the time the Borrower or any of its Subsidiaries acquired such
asset and Liens on the assets of a Person existing at the time such Person was acquired by the Borrower or any of its Subsidiaries, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any of its
Subsidiaries; subject to the condition that (a) any such Lien may not extend to any other asset of the Borrower or any of its Subsidiaries; and (b) any such Lien shall not have been created in contemplation of or in connection with the
transaction or series of transactions pursuant to which such asset or Person was acquired by the Borrower or any of its Subsidiaries; 

(xii) Liens granted to equipment manufacturers in the ordinary course of business on equipment; and 

  
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 (xiii) The following, (A) if the validity or amount thereof is being contested in good faith
by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of
entry, and in either case they do not, in the aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents: 

(1) claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the applicable
Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien; 

(2) claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real
property or other legal process prior to adjudication of a dispute on the merits; 
 (3) claims or Liens of mechanics, materialmen,
warehousemen, carriers, or other statutory nonconsensual Liens; or 
 (4) Liens resulting from final judgments or orders described in
Section 9.1.10 [Final Judgments or Orders]. 
 Permitted Refinancing shall mean, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification,
refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the
final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if such Indebtedness being
modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms acceptable to
the Administrative Agent, but in no event less favorable to the Lenders than those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, and (d) such modification, refinancing,
refunding, renewal or extension is incurred solely by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended. 

Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity. 

  
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 PNC shall mean PNC Bank, National Association, its successors and assigns. 

Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of
Default. 
 Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business
on the day such change is announced. 
 Principal Office shall mean the main banking office of the Administrative Agent in
Pittsburgh, Pennsylvania. 
 Published Rate shall mean the rate of interest published each Business Day in The Wall Street
Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S.
dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent). 

Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a
Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property. 
 Qualified ECP
Loan Party shall mean each Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA
and CFTC regulations thereunder that has total assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under
Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA. 

Ratable Share shall mean: 

(i) with respect to a Lender’s obligation to make Revolving Credit Loans, participate in Letters of Credit and other Letter of Credit
Obligations and Swing Loans, and receive payments, interest, and fees related thereto, the proportion that such Lender’s Revolving Credit Commitment bears to the Revolving Credit Commitments of all of the Lenders, provided however that if the
Revolving Credit Commitments have terminated or expired, the Ratable Shares for purposes of this clause shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. 

(ii) with respect to a Lender’s obligation to make Term Loans and receive payments, interest, and fees related thereto, the proportion
that such Lender’s Term Loans bears to the Term Loans of all of the Lenders. 

  
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 (iii) with respect to all other matters as to a particular Lender, the percentage obtained by
dividing (i) such Lender’s Revolving Credit Commitment plus Term Loan, by (ii) the sum of the aggregate amount of the Revolving Credit Commitments plus Term Loans of all Lenders; provided however that if the Revolving Credit
Commitments have terminated or expired, the computation in this clause shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments, and not on the current amount of the Revolving Credit
Commitments and provided further in the case of Section 2.11 [Defaulting Lenders] when a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage of the aggregate Commitments (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. 
 Recipient shall mean (i) the Administrative Agent,
(ii) any Lender and (iii) the Issuing Lender, as applicable. 
 Reimbursement Obligation shall have the meaning specified
in Section 2.9.3 [Disbursements, Reimbursement]. 
 Related Parties shall mean, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

Relief Proceeding shall mean any proceeding seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan
Party in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator,
conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an assignment for the benefit of its creditors. 

Reportable Compliance Event shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal
complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably
likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law. 
 Required Lenders shall mean
Lenders (other than any Defaulting Lender) having more than 50% of the sum of (a) the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit
Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender), and (b) the aggregate outstanding amount of any Term Loans. 

Required Share shall have the meaning assigned to such term in Section 5.11 [Settlement Date Procedures]. 

  
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 Responsible Officer shall mean any Authorized Officer or any other senior officer of a
Loan Party, including the chief executive officer, president, senior financial officer, vice president, treasurer, assistant treasurer, comptroller or general counsel of any Loan Party. 

Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule
1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all
of the Lenders. 
 Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all
Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or Section 2.9.3 [Disbursements, Reimbursement]. 

Revolving Facility Usage shall mean at any time the sum of the amount of the outstanding Revolving Credit Loans, the outstanding Swing
Loans, and the Letter of Credit Obligations. 
 Sanctioned Country shall mean a country subject to a sanctions program maintained by
any Compliance Authority. 
 Sanctioned Person shall mean any individual person, group, regime, entity or thing listed or otherwise
recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions),
under any order or directive of any Compliance Authority or otherwise subject to, or specifically designated under, any sanctions program maintained by any Compliance Authority. 

Seller shall mean Johnson Controls, Inc., a Wisconsin corporation. 

Settlement Date shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant Section 5.11
[Settlement Date Procedures]. 
 Shares shall have the meaning assigned to that term in Section 6.1.2 [Capitalization and
Ownership]. 
 Solvent shall mean, with respect to any Person on any date of determination, taking into account any right of
reimbursement, contribution or similar right available to such Person from other Persons, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (ii) 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, (iii) such
Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) 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 unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in 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. 

  
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 Specified Representations shall mean the representations and warranties set forth in
Sections 6.1.1(i) (with respect to organizational existence only) and (iv), 6.1.4 [Validity and Binding Effect], 6.1.8 [Margin Stock], 6.1.15 [Solvency] and Section 6.1.16 [Anti-Terrorism Laws]. 

Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. 
 Statements shall have the meaning specified in Section 6.1.7(i) [Historical Statements]. 

Subsidiary of any Person at any time shall mean any corporation, trust, partnership, limited liability company or other business entity
(i) of which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors, managers or trustees (regardless of any contingency which does or may suspend or dilute the
voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by such Person or one or more of such Person’s
Subsidiaries. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. 

Subsidiary Equity Interests shall have the meaning specified in Section 6.1.3 [Subsidiaries]. 

Swap shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a
swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a). 

Swap Obligation shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which
is also a Lender Provided Interest Rate Hedge or a Lender Provided Foreign Currency Hedge. 
 Swing Loan Commitment shall mean
PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $20,000,000. 

Swing Loan Lender shall mean PNC, in its capacity as a lender of Swing Loans. 

  
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 Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of Exhibit
1.1(N)(2) evidencing the Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part. 

Swing Loan Request shall mean a request for Swing Loans made in accordance with Section 2.5.2 [Swing Loan Requests] hereof. 

Swing Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC to the
Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof. 
 Taxes shall mean all present or future taxes, levies,
imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or similar charges in the nature of a tax imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto. 

Term Loan shall have the meaning specified in Section 3.1 [Term Loan Commitments]; Term Loans shall mean collectively all
of the Term Loans. 
 Term Loan Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name
on Schedule 1.1(B) in the column labeled “Amount of Commitment for Term Loans,” as such Commitment is thereafter assigned or modified and Term Loan Commitments shall mean the aggregate Term Loan Commitments of all of the
Lenders. 
 UCP shall have the meaning specified in Section 11.11.1 [Governing Law]. 

USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 
 U.S.
Person shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 
 U.S.
Tax Compliance Certificate shall have the meaning specified in Section 5.9.7 [Status of Lenders]. 
 Withholding Agent shall
mean any Loan Party and the Administrative Agent. 
 1.2 Construction. Unless the context of this Agreement otherwise clearly
requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in
this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may
be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits
hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the determination of any period of time, “from” means
“from and including,” “to” means “to but excluding,” and “through” means “through and including”; (vii) 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, (viii) section headings herein and in each other Loan Document are included for convenience
and shall not affect the interpretation of this Agreement or such Loan Document, (ix) the word “or” is not exclusive, and (x) unless otherwise specified, all references herein to times of day shall constitute references to
Eastern Time. 

  
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 1.3 Accounting Principles; Changes in GAAP. Except as otherwise provided in this
Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 8.2) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing Statements referred to
in Section 6.1.7(i) [Historical Statements]. Notwithstanding the foregoing, if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 of this Agreement, any related
definition and/or the definition of the term Consolidated Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any change in GAAP occurring after the Closing Date on the operation
of such financial covenants and/or interest, Letter of Credit Fee or Commitment Fee determinations (or if the Administrative Agent notifies the Borrower in writing that the Required Lenders wish to amend any financial covenant in Section 8.2,
any related definition and/or the definition of the term Consolidated Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, the Loan Parties’ compliance with such covenants and/or the definition of the term Consolidated Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in
effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner satisfactory to the Borrower and the Required Lenders, and the Loan Parties shall
provide to the Administrative Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements] of this Agreement, such reconciliation statements as shall be
reasonably requested by the Administrative Agent. 

  
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 2. REVOLVING CREDIT AND SWING LOAN FACILITIES 

2.1 Revolving Credit Commitments. 

2.1.1 Revolving Credit Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set
forth, each Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that after giving effect to each such Loan (i) the aggregate
amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations, and (ii) the Revolving
Facility Usage shall not exceed the aggregate Revolving Credit Commitments of the Lenders. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this
Section 2.1. 
 2.1.2 Swing Loan Commitment. Subject to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, PNC shall make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to
but not in excess of $20,000,000, provided that after giving effect to each such Loan, the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments of the Lenders. Within such limits of time and amount and subject to the
other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2. 
 2.2 Nature of
Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] in
accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the outstanding Swing Loans
and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be
liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date. 

2.3 Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for
the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of
each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee
allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing
Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no
Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable
in arrears on each Payment Date. 

  
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 2.4 Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the
right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments (ratably among
the Lenders in proportion to their Ratable Shares); provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the
effective date thereof, the Revolving Facility Usage would exceed the aggregate Revolving Credit Commitments of the Lenders. Any such reduction shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the
Revolving Credit Commitments then in effect. Any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid
(and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so
reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4 shall be irrevocable. 
 2.5
Revolving Credit Loan Requests; Swing Loan Requests. 
 2.5.1 Revolving Credit Loan Requests. Except as otherwise provided
herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans or Term Loans pursuant to
Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the
LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for any Loans; and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate
Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone
promptly confirmed in writing by letter, facsimile, electronic mail or telex in such form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans comprising each
Borrowing Tranche, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing Tranche under the LIBOR Rate Option, and (y) integral multiples of
$500,000 and not less than $1,000,000 for each Borrowing Tranche under the Base Rate Option. 

  
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 2.5.2 Swing Loan Requests. Except as otherwise provided herein, the Borrower may from time
to time prior to the Expiration Date request the Swing Loan Lender to make Swing Loans by delivery to the Swing Loan Lender not later than 12:00 noon on the proposed Borrowing Date of a duly completed request therefor substantially in the form of
Exhibit 2.5.2 hereto or a request by telephone promptly confirmed in writing by letter, facsimile, electronic mail or telex (each, a “Swing Loan Request”), it being understood that the Administrative Agent may rely on the
authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such
Swing Loan, which shall be not less than $100,000. 
 2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans. 
 2.6.1 Making Revolving Credit
Loans. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the
information provided by the Borrower and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to
Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made
funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., on
the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds, the Revolving Credit
Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the Administrative Agent]. 

2.6.2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.6.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the
applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent. 

  
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 2.6.3 Making Swing Loans. So long as PNC elects to make Swing Loans, PNC shall, after
receipt by it of a Swing Loan Request pursuant to Section 2.5.2, [Swing Loan Requests] fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 4:00 p.m. on the Borrowing Date. 

2.6.4 Repayment of Revolving Credit Loans. The Borrower shall repay the Revolving Credit Loans together with all outstanding interest
thereon on the Expiration Date. 
 2.6.5 Borrowings to Repay Swing Loans. PNC may, at its option, exercisable at any time for any
reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if PNC so
requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations. Revolving Credit
Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to any of the
requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.5 and of the apportionment
among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5.1 [Revolving Credit Loan Requests] are then satisfied) by the time PNC so
requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC. 

2.6.6 Swing Loans Under Cash Management Agreements. In addition to making Swing Loans pursuant to the foregoing provisions of
Section 2.6.3 [Making Swing Loans], without the requirement for a specific request from the Borrower pursuant to Section 2.5.2 [Swing Loan Requests], PNC as the Swing Loan Lender may make Swing Loans to the Borrower in accordance with the
provisions of the agreements between the Borrower and such Swing Loan Lender relating to the Borrower’s deposit, sweep and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment
of the Borrower’s cash assets as in effect from time to time (the “Cash Management Agreements”) to the extent of the daily aggregate net negative balance in the Borrower’s accounts which are subject to the provisions of
the Cash Management Agreements. Swing Loans made pursuant to this Section 2.6.6 in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount set forth in
Section 2.1.2 [Swing Loan Commitment], (ii) not be subject to the limitations as to individual amount set forth in Section 2.5.2 [Swing Loan Requests], (iii) be payable by the Borrower, both as to principal and interest, at the
rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), (iv) not be made at any time after such Swing Loan Lender has received written notice of the occurrence of an Event of Default and so
long as such shall continue to exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such shall continue to exist, (v) if not repaid by the Borrower in accordance with the provisions of the Cash Management
Agreements, be subject to each Lender’s obligation pursuant to Section 2.6.5 [Borrowings to Repay Swing Loans], and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and
conditions of this Article 2. 

  
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 2.7 Notes. At the request of any Lender, the Obligation of the Borrower to repay the
aggregate unpaid principal amount of the Revolving Credit Loans, Swing Loans and Term Loans made to it by such Lender, together with interest thereon, shall be evidenced by a revolving credit Note, a swing Note and a term Note, dated the Closing
Date payable to such Lender (or its registered assigns) in a face amount equal to the Revolving Credit Commitment, Swing Loan Commitment or Term Loan Commitment, as applicable, of such Lender. 

2.8 Use of Proceeds. The proceeds of the Loans shall be used (i) to refinance existing indebtedness for borrowed money;
(ii) to make the Acquisition and to make other Permitted Acquisitions; (iii) to fund ongoing working capital and capital expenditures, and for general corporate purposes including the issuance of Letters of Credit; and (iv) to pay
fees and expenses in connection with this Agreement and Permitted Acquisitions. 
 2.9 Letter of Credit Subfacility. 

2.9.1 Issuance of Letters of Credit. The Borrower or any other Loan Party may at any time prior to the Expiration Date request the
issuance of a standby letter of credit (each a “Letter of Credit”) for its own account, the account of another Loan Party or for its own account or the account of another Loan Party for the benefit of one of its Subsidiaries or a
Subsidiary of such Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to the Issuing Lender (with a copy to the
Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five
(5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower or any other Loan Party shall authorize and direct the Issuing Lender to name the Borrower or any
other Loan Party as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. All Existing Letters of Credit shall be deemed to be issued
hereunder and shall constitute Letters of Credit subject to the terms hereof. 

  
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 2.9.1.1 Unless the Issuing Lender has received notice from any Lender, the Administrative Agent
or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of
Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue the
proposed Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than one
Business Day prior to the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $20,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving
Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in
compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of
any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

2.9.1.2 Notwithstanding Section 2.9.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if
(i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive
(whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in
particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one
or more policies of the Issuing Lender applicable to letters of credit generally. 
 2.9.2 Letter of Credit Fees. Subject to
Section 2.11(iii), the Borrower shall pay (i) to the Administrative Agent for the ratable account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate on the daily amount
available to be drawn under each Letter of Credit, and (ii) to the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the daily amount available to be drawn under each Letter of Credit. All Letter of Credit Fees
and fronting fees shall be computed on the basis of a year of 360 days and actual days elapsed and shall be payable quarterly in arrears on each Payment Date following issuance of each Letter of Credit. The Borrower shall also pay to the Issuing
Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time
in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit. 

2.9.3 Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under
such Letter of Credit and the amount of such drawing, respectively. 

  
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 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or
transferee thereof, the Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall
sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 noon on or prior to the first Business Day following each date that an amount is paid by the Issuing Lender under any Letter of Credit (each
such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender
(through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the first Business Day following the Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower
shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the first Business Day following the Drawing Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to
this Section 2.9.3.1 may be oral 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. 

2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for the account of the
Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a
Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of
such amount by no later than 2:00 p.m. on the first Business Day following the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the first Business Day following the Drawing Date to the date on
which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the first Business Day after the Drawing Date and (ii) at a rate per annum equal to the
rate applicable to Revolving Credit Loans under the Base Rate Option on and after the fourth day following the first Business Day after the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as described in
Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such
date shall not relieve such Lender from its obligation under this Section 2.9.3.2 (provided, that any Lender’s obligation under this Section 2.9.3.2 shall not commence until it receives notice from the Administrative Agent in
accordance with Section 2.9.3.1). 

  
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 2.9.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than
any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the Administrative Agent for the account of
the Issuing Lender pursuant to Section 2.9.3[Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in
satisfaction of its participation obligation under this Section 2.9.3. 
 2.9.4 Repayment of Participation Advances. 

2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the
Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a
payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s
Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the
Issuing Lender. 
 2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made
under any Letter of Credit or interest or fees thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so
returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect
from time to time. 
 2.9.5 Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application
and agreement for letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In the event of a conflict
between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence
and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. 

  
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 2.9.6 Determinations to Honor Drawing Requests. In determining whether to honor any
request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and
that they comply on their face with the requirements of such Letter of Credit. 
 2.9.7 Nature of Participation and Reimbursement
Obligations. Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement], as a result of a drawing under a
Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Section 2.9 under all circumstances, including the following circumstances: 
 (i) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender
or any other Person for any reason whatsoever; 
 (ii) the failure of any Loan Party or any other Person to comply, in connection with a
Letter of Credit Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan Requests; Swing Loan Requests], 2.6 [Making Revolving Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or
Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to
make Participation Advances under Section 2.9.3 [Disbursements, Reimbursement]; 
 (iii) any lack of validity or enforceability of any
Letter of Credit; 
 (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a
Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of
any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); 

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of
validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of
Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates has been notified thereof; 

  
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 (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; 
 (vii) the
solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or
other characteristic of any property or services relating to a Letter of Credit; 
 (viii) any failure by the Issuing Lender or any of its
Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing Lender shall have furnished
such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; 

(ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or
Subsidiaries of a Loan Party; 
 (x) any breach of this Agreement or any other Loan Document by any party thereto; 

(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; 

(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; 

(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and 

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 

2.9.8 Indemnity. The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates
that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the
Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of the Issuing Lender as
determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 2.9.8 [Indemnity] shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

  
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 2.9.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender,
or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the
foregoing, the Issuing Lender shall not be responsible for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may
be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among
any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they
be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Lender or its Affiliates,
as applicable, including any act or omission of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no
event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit. 
 Without limiting the generality of the foregoing, the Issuing Lender
and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may
honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit,
whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with
any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft
or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank
claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the
applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of
such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. 

  
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 In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuing
Lender or its Affiliates under any resulting liability to the Borrower or any Lender. 
 2.9.10 Issuing Lender Reporting Requirements.
Each Issuing Lender shall, on the first Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of
issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit
that the Administrative Agent may request. 
 2.9.11 Letters of Credit Issued for other Loan Parties. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Loan Party other than the Borrower or any Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Lender hereunder
for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of other Loan Parties and Subsidiaries of the Borrower inures to the benefit of the Borrower, and that the
Borrower’s business derives substantial benefits from the businesses of such other Loan Parties and such other Subsidiaries. 

  
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 2.10 Additional Commitment. 

(i) Subject to the terms and conditions set forth herein, the Borrower may at any time or from time to time during the term of this Agreement,
request to add one or more additional term loan commitments (each, an “Additional Term Loan Commitment”) and/or one or more additional revolving credit commitments (each, an “Additional Revolving Credit Commitment”,
and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans
pursuant thereto), (i) no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and (ii) the Loan Parties shall be in pro forma compliance (including giving pro forma effect to such Additional
Commitment and the making of any loans pursuant thereto) with the covenant contained in Section 8.2.14 [Maximum Consolidated Leverage Ratio], (b) the Borrower shall deliver to the Administrative Agent prior to the closing of such
Additional Commitment a Compliance Certificate as of the date of the closing of such Additional Commitment, such Compliance Certificate to give effect to such Additional Commitment to be obtained pursuant to this Section 2.10, (c) any
Additional Term Loan Commitment and Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the collateral (if any) with the Term Loans and the Revolving Credit Loans,
(d) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall be in a minimum amount of $25,000,000 and shall not exceed in the aggregate for all Additional Term Loan Commitments and Additional Revolving Credit
Commitments $75,000,000 and (e) other than amortization or maturity date, the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan (the “Existing Term Loan”) existing
immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a
commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this
Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 2.10); provided that, without the prior written consent of the Required Lenders, the Additional Term
Loan Commitment shall not have (a) a maturity date earlier than the Maturity Date or (b) a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Term Loans (as originally in effect
prior to any amortization or prepayments thereto). Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower
and, to the extent the Administrative Agent’s consent would be required under Section 11.8 [Successors and Assigns] for an assignment of Term Loans or Revolving Credit Commitments, as applicable, the Administrative Agent (any such bank,
financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement,
giving effect to the modifications permitted by this Section 2.10, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the
Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. Subject to the provisions of Section 11.1 [Modifications, Amendments and Waivers] requiring all Lender approval, the
Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of this Section 2.10, and shall be, to the extent not consistent with the then-existing Loan Documents, reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject
to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions (as reasonably determined by the Administrative Agent) set forth in Sections 7.1.1(ii) and 7.2 [Conditions of
Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Section 7.1.1(ii) [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility
Closing Date and (y) with respect to any Additional Commitment to finance a Permitted Acquisition, the conditions set forth in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] may be waived by the Lenders
holding a majority in principal amount of the Additional Commitment without the consent of any other Lender, provided that the accuracy of the Specified Representations may not be waived without the consent of the Required Lenders), and except as
otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent
with those delivered on the Closing Date under Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not
for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.10, no existing Lender shall be obligated to provide Additional Commitments. 

  
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 (ii) Treatment of Outstanding Revolving Credit Loans and Letters of Credit. 

(a) Repayment of Outstanding Loans. On the effective date of each Additional Revolving Credit Commitment, the Borrower shall either
repay or be deemed to have repaid all Revolving Credit Loans then outstanding (as required by the Administrative Agent in its reasonable discretion) and borrowed new Revolving Credit Loans with a Borrowing Date on such date so that each of the
Lenders shall participate in any Revolving Credit Loans made (or deemed made) on or after such date in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this
Section 2.10. 
 (b) Outstanding Letters of Credit. On the effective date of each Additional Revolving Credit Commitment, each
existing Lender and any Additional Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such
Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding
Participation Advances. 
 2.11 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (i) fees shall
cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; 
 (ii)
the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such
Lender or each Lender directly affected thereby; 
 (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at
the time such Lender becomes a Defaulting Lender, then: 
 (a) all or any part of the outstanding Swing Loans and Letter of Credit
Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all
non-Defaulting Lenders’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 

  
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 (b) if the reallocation described in clause (a) above cannot, or can only partially, be
effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the
Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held at the Administrative Agent for so
long as such Letter of Credit Obligations are outstanding; 
 (c) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s Letter of Credit Obligations pursuant to clause (b) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting
Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are cash collateralized; 

(d) if the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the fees payable
to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and 

(e) if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor cash collateralized
pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to
such Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting Lender) until and to the extent that such Letter of Credit Obligations are reallocated and/or cash collateralized; and 

(iv) so long as such Lender is a Defaulting Lender, PNC shall not be required to fund any Swing Loans and the Issuing Lender shall not be
required to issue, amend, increase or extend any Letter of Credit, unless the Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the Revolving
Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.11(iii), and participating interests in any newly made Swing Loan or any newly issued or increased Letter of
Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.11(iii)(a) (and such Defaulting Lender shall not participate therein). 

  
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 In the event that the Administrative Agent, the Borrower, PNC and the Issuing Lender agree in writing that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will promptly so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit
Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Ratable Share. Thereafter, the applicable Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued while such 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 such Lender’s having been a Defaulting Lender. 
 3. TERM LOANS 

3.1 Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set
forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding such Lender’s Term Loan Commitment.

 3.2 Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term
Loans to the Borrower shall be in the proportion that such Lender’s Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrower, but each Lender’s Term Loan to the Borrower shall never exceed its Term Loan
Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder. The Lenders shall have no obligation to
make Term Loans hereunder after the Closing Date. The Term Loan Commitments are not revolving credit commitments, and the Borrower shall not have the right to borrow, repay and reborrow under Section 3.1 [Term Loan Commitments]. The Term Loans
shall be paid in consecutive quarterly principal payment on the last Business Day of each December, March, June and September with the first payment commencing on December 31, 2013 as follows: (i) twenty consecutive quarterly installments
of $1,875,000 and (ii) a final installment of all remaining principal due and payable on the Maturity Date. 
 4. INTEREST RATES

 4.1 Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as
selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different
Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche;
provided that there shall not be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default exists and is continuing, the Borrower
may not request, convert to, or renew the LIBOR Rate Option for any Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan
shall be limited to such Lender’s highest lawful rate. 

  
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 4.1.1 Interest Rate Options; Swing Line Interest Rate. The Borrower shall have the right
to select from the following Interest Rate Options applicable to the Loans: 
 (i) Base Rate Option: A fluctuating rate per annum
(computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of
each change in the Base Rate; or 
 (ii) LIBOR Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual
days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin. 
 Subject to Section 4.3 [Interest
After Default], only the Base Rate Option shall apply to the Swing Loans. 
 4.1.2 Rate Quotations. The Borrower may call the
Administrative Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders
nor affect the rate of interest which thereafter is actually in effect when the election is made. 
 4.2 Interest Periods. At any time
when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan
Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate
Option: 
 4.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral
multiples of, and not less than, the respective amounts set forth in Section 2.5.1 [Revolving Credit Loan Requests]; and 
 4.2.2
Renewals. In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such
day. 
 4.3 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent, upon written notice to the Borrower: 

4.3.1 Letter of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable
pursuant to Section 2.9.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall be increased by 2.0% per annum; 

4.3.2 Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum
of the rate of interest applicable to Revolving Credit Loans under the Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due and payable and until it is Paid In Full; and 

  
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 4.3.3 Acknowledgment. The Borrower acknowledges that the increase in rates referred to in
this Section 4.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all
such interest shall be payable by Borrower upon demand by Administrative Agent. 
 4.4 LIBOR Rate Unascertainable; Illegality; Increased
Costs; Deposits Not Available.  
 4.4.1 Unascertainable. If on any date on which a LIBOR Rate would otherwise be determined, the
Administrative Agent shall have determined that: 
 (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or 

(ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate, 

then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights]. 

4.4.2 Illegality; Increased Costs; Deposits Not Available. If at any time any Lender shall have determined that: 

(i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance
by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or 

(ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such
Loan, or 
 (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a
Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, then the Administrative Agent shall have the
rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights]. 

  
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 4.4.3 Administrative Agent’s and Lender’s Rights. In the case of any event
specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not
Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and
certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the
Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the
Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer
exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option
and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the
Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any
Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6
[Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. 

4.5 Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans
under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing
Tranche to the Base Rate Option, as applicable to Revolving Credit Loans or Term Loans as the case may be commencing upon the last day of the existing Interest Period. 

5. PAYMENTS 
 5.1
Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to
11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall
immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans or Term
Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 11:00 a.m. by the
Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate
with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the
absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement. 

  
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 5.2 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be
allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees and Letter of
Credit Fees (but excluding the Administrative Agent’s Fee and the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Sections 4.4.3 [Administrative
Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8.1 [Increased Costs]) be payable ratably among the Lenders entitled to such
payment in accordance with the amount of principal, interest, Commitment Fees and Letter of Credit Fees, as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal,
interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Section 2.6.5 [Borrowings to Repay Swing Loans]. 

5.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by
receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and 

(ii) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and
in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant,
other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 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 each Loan Party rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. 

  
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 5.4 Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 
 5.5 Interest Payment Dates. Interest on Loans to which the
Base Rate Option applies shall be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period
is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory prepayments of principal under Section 5.7 [Mandatory Prepayments] shall be due on the date such mandatory prepayment is due. Interest on
the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, Maturity Date, upon
acceleration or otherwise). 
 5.6 Voluntary Prepayments. 

5.6.1 Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without
premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8.1 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide
a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting
forth the following information: 
 (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; 

(ii) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; 

(iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the
LIBOR Rate Option applies; and 

  
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 (iv) the total principal amount of such prepayment, which shall not be less than the lesser of
(i) (ii) $100,000 for any Swing Loan or (ii) $1,000,000 for any Revolving Credit Loan or Term Loan (or any lesser amount which constitutes the remaining amount of such Loan). 

All prepayment notices shall be irrevocable, provided that any prepayment notice may state that such notice is conditioned upon the
effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower if such condition is not satisfied. The principal amount of the Loans for which a prepayment
notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to
this Section 5.6.1 [Right to Prepay] shall be applied to the unpaid installments of principal of the Term Loans in the manner which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the
event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof, such prepayment of Term Loans shall be applied on a pro rata basis. Except as provided in Section 4.4.3
[Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans
and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any
prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. 

5.6.2 Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.],
(ii) requests compensation under Section 5.8.1 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9
[Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications,
Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8.1 [Increased Costs] or 5.9 [Taxes]) and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; 

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation 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 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts); 

  
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 (iii) in the case of any such assignment resulting from a claim for compensation under
Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and 

(iv) such assignment does not conflict with applicable Law. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 5.6.3 Designation of a Different Lending
Office. If any Lender requests compensation under Section 5.8.1 [Increased Costs], or the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender
pursuant to Section 5.9 [Taxes], then such Lender shall (at the request of the Borrower) 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.8.1 [Increased Costs] or Section 5.9
[Taxes], as the case may be, in the future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and out of pocket expenses incurred by any Lender in connection with any such designation or assignment. 
 5.7 Mandatory
Prepayments. 
 5.7.1 Sale of Assets. Within five (5) Business Days of any sale of assets authorized by
Section 8.2.6(ix) [Dispositions of Assets or Subsidiaries] resulting in net after-tax proceeds (and net of transaction costs and expenses) in the aggregate for such asset sale and all asset sales authorized by Section 8.2.6(ix)
[Disposition of Assets or Subsidiaries] prior to such asset sale in excess of ten percent (10%) of Consolidated Total Assets, then the Borrower shall either, (x) so long as no Event of Default has occurred and is continuing, reinvest the
net after-tax proceeds (and net of transaction costs and expenses) in assets used or useful to the business of the Borrower or its Subsidiaries within 365 days after the receipt of such proceeds, or (y) make a mandatory prepayment of principal
on the Loans equal to such net proceeds of such sale (as estimated in good faith by the Borrower and taking into account Taxes that reasonably would be expected to be imposed on the actual or deemed distribution or repatriation of such proceeds),
together with accrued interest on such principal amount. All prepayments pursuant to this Section 5.7.1 shall be applied to payment of the principal amount of the Term Loans by application to the unpaid installments of principal on a pro rata
basis and then to the Revolving Credit Loans (without any reduction in the Revolving Credit Commitment). 

  
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 5.7.2 Issuance of Indebtedness. Within five (5) Business Days of any issuance of
Indebtedness (other than Indebtedness permitted under Section 8.2.1 [Indebtedness]), the Borrower shall make a mandatory prepayment of principal on the Loans equal to the after-tax proceeds of such issuance or sale, net of transaction costs and
expenses (as estimated in good faith by the Borrower), together with accrued interest on such principal amount. All prepayments pursuant to this Section 5.7.2 shall be applied to payment of the principal amount of the Term Loans by application
to the unpaid installments of principal on a pro rata basis and then to the Revolving Credit Loans (without any reduction in the Revolving Credit Commitment). 

5.7.3 Insurance Proceeds. In the event that the net cash proceeds of any Casualty Event affecting any property of any Loan Party or any
of its Subsidiaries (herein, the “Current Casualty Event”), and of all prior Casualty Events as to which a prepayment has not yet been made under this paragraph, shall exceed ten percent (10%) of Consolidated Total Assets then,
on or before the date 365 days after the receipt by such Loan Party or Subsidiary of the proceeds of any insurance, condemnation award or other compensation in respect of the Current Casualty Event (or upon such earlier date as such Loan Party or
such Subsidiary shall have determined not to repair or replace the property affected by the Current Casualty Event), the Borrower shall either, (x) so long as no Event of Default has occurred and is continuing, reinvest such net cash proceeds
of such Casualty Event in operating assets of any Loan Party or any of its Subsidiaries within such period of 365 days, or (y) prepay the Loans in an aggregate amount equal to 100% of such net cash proceeds of the Current Casualty Event. All
prepayments pursuant to this Section 5.7.3 shall be applied to payment of the principal amount of the Term Loans by application to the unpaid installments of principal on a pro rata basis and then to the Revolving Credit Loans (without any
reduction in the Revolving Credit Commitment). 
 5.7.4 Application Among Interest Rate Options. All prepayments required pursuant to
this Section 5.7 shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10 [Indemnity], the
Borrower shall indemnify the Lenders for any loss or expense, excluding loss of anticipated profits, incurred with respect to any such prepayments applied to the Loans subject to a LIBOR Rate Option on any day other than the last day of the
applicable Interest Period. 
 5.8 Increased Costs. 

5.8.1 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 LIBOR Rate) or the Issuing Lender; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans, loan principal,
letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

  
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 (iii) impose on any Lender, the Issuing Lender or the London interbank market any other
condition, cost or expense (other than Taxes) affecting this Agreement or 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 or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to
such Lender, the Issuing Lender or such other Recipient 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, the Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or other Recipient, the Borrower will pay to such
Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. 

5.8.2 Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing
Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’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 Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any
such reduction suffered. 
 5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. A
certificate of a Lender or the Issuing Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased
Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate
within ten (10) days after receipt thereof. 
 5.8.4 Delay in Requests. Failure or delay on the part of any Lender or the Issuing
Lender to demand compensation pursuant to Sections 5.8 and/or 5.9 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that a Loan Party shall not be required to
compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions or Indemnified Tax suffered more than six (6) months prior to the date that such Lender or the Issuing Lender, as the case may be,
notifies the Borrower in writing of the Change in Law giving rise to such increased costs or reductions or the imposition of such Indemnified Tax and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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 5.9 Taxes. 

5.9.1 Issuing Lender. For purposes of this Section 5.9, the term “Lender” includes the Issuing Lender and the term
“applicable Law” includes FATCA. 
 5.9.2 Payments Free of Taxes. Any and all payments by or on account of any obligation of
any Loan Party under any Loan Document shall be without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the
deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Official Body in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such
deductions and withholdings applicable to additional sums payable under this Section 5.9 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

5.9.3 Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Official Body in accordance with
applicable Law any Other Taxes imposed on the Borrower, and/or shall timely pay or reimburse the applicable Recipient, as the case may be for the payment of, any Other Taxes paid or payable by such Recipient upon written demand therefor (accompanied
by a certificate complying with the requirements set forth in Section 5.9.4 and the original or a certified copy of a receipt issued by an Official Body evidencing such payment, or other evidence of such payment reasonably satisfactory to the
applicable Loan Party). 
 5.9.4 Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each
Recipient, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.9 [Taxes]) payable or
paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Official Body. A certificate setting forth in reasonable detail a description of such Indemnified Taxes and the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 
  

  
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 5.9.5 Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of any of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8.4 [Participations] relating to the
maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent 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 Official Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent
shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to
the Lender from any other source against any amount due to the Administrative Agent under this Section 5.9.5 [Indemnification by the Lenders]. 

5.9.6 Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party or by the Administrative Agent to an
Official Body pursuant to this Section 5.9 [Taxes], such Loan Party or the Administrative Agent shall deliver to the Administrative Agent (or a Loan Party, upon request, as the case may be), the original or a certified copy of a receipt issued
by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or the Loan Party, as the case may be. 

5.9.7 Status of Lenders. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.9.7(ii)(A),
(ii)(B) and (ii)(D) below, including any successor forms) shall not be required by a Lender if in such 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, provided that this sentence shall not apply to documentation described in Section 5.9.7(ii)(C) below if such documentation is in substance essentially equivalent to,
and not materially more onerous to provide, than the documentation set forth in Section 5.9.7(ii)(A), (ii)(B) or (ii)(D). 
 (ii)
Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower, 

  
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 (A) any Lender that is a U.S. Person and the Administrative Agent shall deliver to the Borrower
and the Administrative Agent on or prior to the date on which such Lender or Administrative Agent becomes a Lender or Administrative Agent, as the case may be under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Person is exempt from U.S. federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable: 
 (i) in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN 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 establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty; 
 (ii) executed originals of IRS Form
W-8ECI; 
 (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 5.9.7 (A) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) 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 
 (iv) to the extent a
Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7 (B) or Exhibit
5.9.7(C), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(D) on behalf of each such direct and indirect partner; 

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed pursuant to FATCA if such
Lender were to fail to comply with the applicable reporting, registration or other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include all
amendments made to FATCA after the date of this Agreement. 
 Each Lender (and the Administrative Agent, as applicable) agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so. 
 5.9.8 Treatment of Certain Refunds. If any party 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 pursuant to this Section 5.9 [Taxes] (including by the payment of additional amounts pursuant to this Section 5.9 [Taxes]), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made or additional amount paid under this Section 5.9 [Taxes] with respect to the Taxes giving rise to such refund, including any Taxes withheld and paid over to the relevant
Official Body in respect of such payments), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official Body with respect to such refund). Such
indemnifying party, upon the request of such indemnified party incurred in connection with obtaining such refund, shall repay to such indemnified party the amount paid over pursuant to this Section 5.9.8 [Treatment of Certain Refunds] (plus any
penalties, interest or other charges imposed by the relevant Official Body) in the event that such indemnified party is required to repay such refund to such Official Body (but only to the extent of such amount that was paid over pursuant to the
first sentence of this Section 5.9.8 [Treatment of Certain Refunds]). Notwithstanding anything to the contrary in this Section 5.9.8 [Treatment of Certain Refunds]), in no event will the indemnified party be required to pay any amount to
an indemnifying party pursuant to this Section 5.9.8 [Treatment of Certain Refunds] the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

  
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 5.9.9 Survival. Each party’s obligations under this Section 5.9 [Taxes] shall
survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations. 

5.10 Indemnity. In addition to the compensation or payments required by Section 5.8.1 [Increased Costs] or Section 5.9
[Taxes], the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including 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, but excluding any loss of anticipated profits) which such Lender sustains or incurs as a consequence of any: 

(i) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the
corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), 

(ii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.6 [Voluntary Prepayments], or 

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good
faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given. 

5.11 Settlement Date Procedures. In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the
Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitments] hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its
Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to the difference between its
Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. The Administrative
Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and on any mandatory prepayment date as provided for herein and may at its option effect settlement on any other
Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other
than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s
Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with
respect to the Revolving Credit Loans. 

  
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 6. REPRESENTATIONS AND WARRANTIES  

6.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each
of the Lenders as follows: 
 6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event
of Default. Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization,
(ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction where the property owned or
leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the failure to be so would not constitute a Material Adverse Change, (iv) has full power to enter into, execute,
deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such
actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14
[Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and
marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except
Permitted Liens. No Event of Default or Potential Default exists or is continuing. 
 6.1.2 Capitalization and Ownership. All of the
authorized capital stock of the Borrower, and the shares (referred to herein as “Shares”) of the Borrower that are issued and outstanding have been validly issued and are fully paid and nonassessable. 

6.1.3 Subsidiaries. Schedule 6.1.3 states as of the Closing Date (i) the name of each of the Borrower’s Subsidiaries, its
jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), and (ii) any options, warrants or other rights outstanding to purchase any such equity
interests referred to in clause (i). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens)
and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the
Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940. 

  
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 6.1.4 Validity and Binding Effect. This Agreement and each of the other Loan Documents
(i) has been duly and validly executed and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan
Party in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws. 
 6.1.5 No Conflict; Material
Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof
or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate
of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its
Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan
Party or any of its Subsidiaries (other than Liens granted under the Loan Documents), except, in the case of subclause (ii), any breach that would not result in a Material Adverse Change. There is no default under such material agreement (referred
to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No consent,
approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the
other Loan Documents, except for consents, approvals, exemptions, orders, authorizations, registrations or filings that have already been made or obtained. 

6.1.6 Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened
against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which individually or in the aggregate would result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan
Party is in violation of any order, writ, injunction or any decree of any Official Body which would result in any Material Adverse Change. 

6.1.7 Financial Statements. 

(i) Historical Statements. The Borrower has delivered to the Administrative Agent copies of its audited consolidated year-end financial
statements for and as of the end of the three (3) fiscal years ended December 31, 2012. In addition, the Borrower has delivered to the Administrative Agent copies of its unaudited consolidated interim financial statements for the fiscal
quarter ended June 30, 2013 (all such annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by the Borrower’s management and
fairly represent, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in
accordance with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end audit adjustments and the absence of footnotes. 

  
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 (ii) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the
Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any
commitments of the Borrower or any Subsidiary of the Borrower which may cause a Material Adverse Change. Since December 31, 2012, no Material Adverse Change has occurred. 

6.1.8 Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one
of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of
the Federal Reserve System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any
margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System. 

6.1.9 Full Disclosure. Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents
furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in
light of the circumstances under which they were made, not misleading. Other than as disclosed in filings made by the Borrower with the Securities and Exchange Commission, there is no fact known to any Loan Party which could result in a Material
Adverse Change. 
 6.1.10 Taxes. Except as would not result in a Material Adverse Change, all federal, state, local and other tax
returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental
charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and
for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. 
 6.1.11 Patents,
Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights
necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others, except as
would not result in a Material Adverse Change. 

  
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 6.1.12 Insurance. The properties of each Loan Party and each of its Subsidiaries are
insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party
and Subsidiary in accordance with prudent business practice in the industry of such Loan Parties and Subsidiaries. 
 6.1.13 Benefit
Arrangement, Pension Plan and Multiemployer Plan Compliance. Except as would not result in a Material Adverse Change: 
 (i) Borrower
and each member of the ERISA Group are in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws with respect to all Benefit Arrangements, Pension Plans and Multiemployer Plans. Each Benefit Arrangement, Pension
Plan and Multiemployer Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS a favorable determination (or an opinion letter has been issued by the IRS to the prototype plan’s sponsor), which has not
by its terms expired, that such Benefit Arrangement, Pension Plan or Multiemployer Plan is so qualified, or such Benefit Arrangement, Pension Plan or Multiemployer Plan is entitled to rely on an IRS advisory or opinion letter with respect to an
IRS-approved master and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and the trusts related thereto have been determined by the
IRS to be exempt from federal income tax under Section 501(a) of the Code; and, to the knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification and exemption. Borrower and each member of the
ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of the Code has been
made with respect to any Pension Plan. With respect to each Pension Plan and Multiemployer Plan, Borrower and each member of the ERISA Group have fulfilled its obligations under the minimum funding standards under the Code and ERISA and have made
when due (including applicable extensions) any and all payments required to be made under any agreement relating to a Multiemployer Plan or any law pertaining thereto. 

(ii) For each Benefit Arrangement, Pension Plan and Multiemployer Plan, as applicable: (a) No ERISA Event has occurred or is reasonably
expected to occur; (b) to the knowledge of the Borrower, no Prohibited Transaction (as defined under Section 4975 of the Code and Section 406 of ERISA) has occurred with respect to any such Benefit Arrangement, Pension Plan or
Multiemployer Plan; (c) no Pension Plan has any unfunded pension liability (i.e., excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan
for the applicable plan year in accordance with Section 430 of the Code); (d) neither Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (e) neither Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (f) neither Borrower nor any member of the ERISA Group has received notice
pursuant to Section 4242(a)(1)(B) of ERISA that a Multiemployer Plan is in reorganization and that additional contributions are due to the Multiemployer Plan pursuant to Section 4243 of ERISA; and (g) neither Borrower nor any member
of the ERISA Group has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 

  
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 (iii) To the knowledge of Borrower there are no actual claims, or claims threatened in writing,
actions or lawsuits, or action by any Official Body, against or with respect to any Benefit Arrangement, Pension Plan or Multiemployer Plan. 

6.1.14 Environmental Matters. Each Loan Party is and, to the knowledge of each respective Loan Party, each of its Subsidiaries is and
has been in compliance with applicable Environmental Laws except as would not in the aggregate result in a Material Adverse Change. 
 6.1.15
Solvency. On the Closing Date and after giving effect to the initial Loans hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. 

6.1.16 Anti-Terrorism Laws. (i) No Covered Entity is a Sanctioned Person, and (ii) no Covered Entity, either in its own right
or through any third party acting at the direction of such Covered Entity, (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (b) does
business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any dealings or transactions prohibited by any
Anti-Terrorism Law. 
 6.1.17 Senior Debt Status. The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty
Agreement and each of the other Loan Documents to which it is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party to the extent
secured by Permitted Liens. There is no Lien upon or with respect to any of the properties or income of any Loan Party or Subsidiary of any Loan Party which secures indebtedness or other obligations of any Person except for Permitted Liens. 

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 

The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by
each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions: 

7.1 First Loans and Letters of Credit. 

7.1.1 Deliveries. On the Closing Date or such later date as the Administrative Agent may determine in its sole discretion, the
Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: 

(i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (v) all
representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (x) no Event of
Default or Potential Default exists, (y) no Acquired Business Material Adverse Effect has occurred since December 31, 2012, and (z) no Material Adverse Change has occurred since December 31, 2012; 

  
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 (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary
of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan
Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from
the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized and in each jurisdiction where the failure to be qualified to do business would result in a Material Adverse Change;

 (iii) This Agreement and each of the other Loan Documents signed by an Authorized Officer; 

(iv) A written opinion of counsel for the Loan Parties; 

(v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured
special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured; 

(vi) A duly completed Compliance Certificate as of the Closing Date, setting forth pro-forma compliance of the Borrower and its Subsidiaries
on a consolidated basis, after giving effect to the Acquisition and Loans made on the Closing Date (the “Closing Date Compliance Certificate”); 

(vii) Evidence of all regulatory approvals, licenses and material consents required to effectuate the transactions contemplated hereby and
contemplated by the Acquisition Documents and there shall be an absence of any legal or regulatory prohibitions or restrictions in connection with the same; 

(viii) A Lien search in acceptable scope and with reasonably acceptable results; 

(ix) Pro forma projections for the fiscal years 2013 through 2017, including assumptions used in preparing the forecast financial statements;

 (x) Evidence of no environmental liabilities of the Borrower and its Subsidiaries that would result in a Material Adverse Change; 

  
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 (xi) Evidence of no material litigation of the Borrower and its Subsidiaries that would result
in a Material Adverse Change; 
 (xii) Certified copy of the Acquisition Documents which shall provide for an aggregate purchase price not
to exceed $750,000,000; provided that the Acquisition Agreement shall be consistent with the Acquisition Agreement originally provided to the Administrative Agent without any amendment or waiver thereto materially adverse to the Lenders, unless
consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed); 
 (xiii) Third-party due diligence as
it relates to the Acquisition, including a Quality of Earnings Report with respect to the Acquisition; 
 (xiv) Evidence that the
Acquisition is not in connection with a “hostile takeover” or proxy fight or similar transaction; 
 (xv) Receipt of financial
information from the Seller for the last three fiscal years of the Seller; 
 (xvi) Consummation of the Acquisition on terms and conditions
as set forth in the Acquisition Documents; and 
 (xvii) All information for the Loan Parties required under applicable
“Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, requested by the Administrative Agent (on behalf of itself or any other Lender) or its counsel. 

7.1.2 Payment of Fees. The Borrower shall have paid all fees and expenses invoiced at least one Business Day prior to the Closing Date
as required by this Agreement, the Administrative Agent’s Letter or any other Loan Document. 
 7.2 Each Loan or Letter of
Credit. At the time of making any Loans or issuing, extending or increasing any Letters of Credit and after giving effect to the proposed extensions of credit: (i) the representations, warranties of the Loan Parties shall then be true and
correct in all material respects (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), (ii) no Event
of Default or Potential Default shall have occurred and be continuing, and (iii) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of
Credit, as the case may be. 

  
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 8. COVENANTS 

The Loan Parties, jointly and severally, covenant and agree that until Payment In Full, the Loan Parties shall comply at all times with the
following covenants: 
 8.1 Affirmative Covenants. 

8.1.1 Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence
as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification
necessary, except as would not reasonably be expected to result in a Material Adverse Change. 
 8.1.2 Payment of Liabilities, Including
Taxes, Etc. Except as would not result in a Material Adverse Change and, in the case of liabilities owing in respect of Indebtedness, except for payments of Indebtedness, the non-payment of which would not result in an Event of Default, each
Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes,
assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being
contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made. 

8.1.3 Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets
against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against
other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary. 
 8.1.4 Maintenance of Properties and Leases. Each Loan Party shall, and shall cause each of
its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its
business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. 

8.1.5 Visitation Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its
officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or
inspection and provided further that, absent the existence of any Event of Default, such rights shall not be exercised more often than once during any calendar year. In the event any Lender desires to conduct an audit of any Loan Party, such Lender
shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. 

  
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 8.1.6 Keeping of Records and Books of Account. The Borrower shall, and shall cause each
Subsidiary of the Borrower to, maintain and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official
Body having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs. 

8.1.7 Compliance with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all
applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 8.1.7 if any failure to do so would not result in a Material Adverse Change. The Loan Parties will
use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law. 

8.1.8 Anti-Terrorism Laws; International Trade Compliance. (a) No Covered Entity will become a Sanctioned Person, (b) no
Covered Entity, either in its own right or through any third party acting at the direction of such Covered Entity, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in
violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any
dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any
Anti-Terrorism Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with all Anti-Terrorism Laws, and (e) the Borrower shall promptly, and in any event
within ten (10) days after any Responsible Officer of any Loan Party has learned of the occurrence thereof, notify the Agent in writing upon the occurrence of a Reportable Compliance Event. 

8.1.9 Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby
absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of
collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document
in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 8.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of each Qualified ECP Loan Party under this Section 8.1.9 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that
this Section 8.1.9 constitute, and this Section 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of
Section 1a(18(A)(v)(II) of the CEA. 

  
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 8.1.10 Additional Guarantors. At the Borrower’s expense, subject to the limitations
and exceptions of this Agreement, the Loan Parties shall cause each wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary) to: promptly execute and deliver to the Administrative Agent (a) a Guarantor Joinder pursuant to which it
shall join as a Guarantor to each of the documents to which the Guarantors are parties (provided that if the Guaranty Agreement is not already in place, such Subsidiary shall also deliver the Guaranty Agreement) and (b) if reasonably requested
by the Administrative Agent, documents in the forms described in clauses (i), (ii), (iv), (viii) and (xvii) of Section 7.1 [First Loans and Letters of Credit] modified as appropriate to relate to such Subsidiary. 

8.2 Negative Covenants. 

8.2.1 Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur,
assume or suffer to exist any Indebtedness, except: 
 (i) Indebtedness under the Loan Documents; 

(ii) Existing Indebtedness as set forth on Schedule 8.2.1 (including any Permitted Refinancing thereof); 

(iii) Indebtedness incurred with respect to Purchase Money Security Interests and capitalized leases as and to the extent permitted pursuant
to clause (viii) of the definition of Permitted Liens; 
 (iv) Indebtedness owing to the Borrower or any of its Subsidiaries to the
extent constituting an Investment permitted under Section 8.2.4 [Loans and Investments]; 
 (v) Any (i) Lender Provided Interest
Rate Hedge, (ii) Lender Provided Foreign Currency Hedge, (iii) other Interest Rate Hedge or Foreign Currency Hedge or (iv) Indebtedness under any Financial Service Product; provided however, the Loan Parties and their Subsidiaries
shall enter into an Interest Rate Hedge or Foreign Currency Hedge only for hedging (rather than speculative) purposes; 
 (vi) Guarantees by
the Borrower or any of its Subsidiaries in respect of Indebtedness of the Borrower or any of its Subsidiaries otherwise permitted hereunder; 

(vii) Indebtedness assumed in connection with any Permitted Acquisitions; provided that (i) such Indebtedness is not incurred in
contemplation of such Permitted Acquisition and (ii) after giving effect thereto, on a pro forma basis, the Borrower would be in compliance with Section 8.2.14 [Maximum Consolidated Leverage Ratio] as of the last day of the immediately
preceding fiscal quarter for which financial statements have been delivered pursuant to Section 8.3.1 [Quarterly Financial Statements] or Section 8.3.2 [Annual Financial Statements]; 

  
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 (viii) Indebtedness representing deferred compensation to employees of the Borrower or any of
its Subsidiaries incurred in the ordinary course of business; 
 (ix) Indebtedness incurred by the Borrower or any of its Subsidiaries in a
Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in any such case solely constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; 

(x) obligations in respect of performance, bid, stay, custom, appeal and surety bonds and other obligations of a like nature and performance
and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries; 
 (xi) Indebtedness secured by Liens
as and to the extent permitted pursuant to clause (x) of the definition of Permitted Liens; and 
 (xii) other unsecured Indebtedness
in an aggregate amount not to exceed the greater of $150,000,000 and 10% of Consolidated Total Assets. 
 8.2.2 Liens; Lien Covenants.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, except
Permitted Liens. 
 8.2.3 Reserved. 

8.2.4 Loans and Investments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or
suffer to remain outstanding any Investment, except: 
 (i) Investments existing on the Closing Date by the Borrower or any of its
Subsidiaries in the Borrower or any Subsidiary of the Borrower and any modification, exchange in kind, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as
otherwise permitted under this Section 8.2.4; 
 (ii) trade credit extended on usual and customary terms in the ordinary course of
business; 
 (iii) advances to employees to meet expenses incurred by such employees in the ordinary course of business; 

(iv) Permitted Investments; 

(v) Investments (a) by any Loan Party in other Loan Parties, (b) by any Subsidiary that is not a Loan Party in any other Subsidiary
that is not a Loan Party and (c) by any Loan Party in any Subsidiary that is not a Loan Party and in any Joint Venture in an aggregate amount, together with the aggregate amount of Investments outstanding at any time under
Section 8.2.4(xii), not to exceed at any time outstanding the greater of $150,000,000 and 10% of Consolidated Total Assets; 

  
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 (vi) Interest Rate Hedges and Foreign Currency Hedges, in each case, entered into for hedging
(rather than speculative) purposes; 
 (vii) Investments held by a Subsidiary of the Borrower acquired after the Closing Date or of a Person
merged with or into the Borrower or any of its Subsidiaries after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the
date of such acquisition, merger or consolidation and so long as none of the Loan Parties or any of their Subsidiaries (other than any Persons so acquired) has any liability or other obligation with respect to such Investments; 

(viii) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary
trade arrangements with customers consistent with past practices; 
 (ix) Promissory notes and other non-cash consideration received in
connection with Dispositions permitted by Section 8.2.6; 
 (x) Investments (including debt obligations and Equity Interests) received
in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with
respect to any secured Investment or other transfer of title with respect to any secured Investment; 
 (xi) Guarantees by the Borrower or
any of its Subsidiaries of leases (other than capitalized leases) or of other obligations of the Borrower or any of its Subsidiaries otherwise permitted hereunder that do not constitute Indebtedness, in each case entered into in the ordinary course
of business; 
 (xii) Investments at any time outstanding that, together with any Investments outstanding at any time under
Section 8.2.4(v)(c), do not exceed the greater of $150,000,000 and 10% of Consolidated Total Assets; 
 (xiii) the Loan Parties may
consummate the Acquisition and any Loan Party or any of its Subsidiaries may acquire, whether by purchase or by merger, (A) all or substantially all of the ownership interests of another Person or (B) all or substantially all of the assets
of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: 

(a) if a Loan Party is acquiring the ownership interests in such Person, such Person (unless an Excluded Subsidiary) shall comply with
Section 8.1.10 [Additional Guarantors]; 

  
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 (b) the board of directors or other equivalent governing body of such Person shall have approved
such Permitted Acquisition; 
 (c) the business acquired, or the business conducted by the Person whose ownership interests are being
acquired, as applicable, shall be similar or complimentary to one or more line or lines of business or operations conducted by the Loan Parties or any of their respective Subsidiaries and shall comply with Section 8.2.9 [Continuation of or
Change in Business]; 
 (d) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such
Permitted Acquisition; 
 (e) if the Consideration in connection with any such Permitted Acquisition exceeds $50,000,000, the Borrower shall
certify that the representations and warranties contained in Article 6 shall be true and correct in all material respects as of the date of such Permitted Acquisition (except representations and warranties which expressly relate solely to an earlier
date or time) and that it shall be in compliance with the covenants contained in Article 8 after giving effect to such Permitted Acquisition (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such
Permitted Acquisition but excluding (except as set forth in the definition of Consolidated EBITDA) income earned or expenses incurred by the Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at
least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 8.2.4 evidencing such compliance; and 

(f) the Loan Parties shall deliver to the Administrative Agent at least five (5) Business Days before such Permitted Acquisition copies
of any agreements entered into or proposed to be entered into by such Loan Parties or any of its Subsidiaries in connection with such Permitted Acquisition, and shall deliver to the Administrative Agent such other information about such Person or
its assets as any Lender may reasonably require. 
 8.2.5 Liquidations, Mergers, Consolidations. Each of the Loan Parties shall not,
and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation; provided that 

(i) any Loan Party other than the Borrower may consolidate or merge into another Loan Party; 

(ii) any Subsidiary which is not a Loan Party may merge with and into the Borrower or any other Subsidiary of the Borrower; 

(iii) any Subsidiary of the Borrower (other than a Loan Party) may liquidate, dissolve or wind-up its affairs if the Borrower determines that
such action is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and 
 (iv) any Subsidiary of the
Borrower may merge or consolidate with any other Person in connection with any transaction permitted under Section 8.2.4 [Loans and Investments] or Section 8.2.6 [Disposition of Assets or Subsidiaries]. 

  
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 8.2.6 Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and
shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of (each, a “Disposition”) voluntarily or involuntarily, any of its properties or assets, tangible or intangible
(including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of Capital Stock of a Subsidiary of such Loan Party and with respect to any
Subsidiary of the Borrower, the issuance of Capital Stock of such Subsidiary, but excluding any issuance of Capital Stock by the Borrower), except: 

(i) Dispositions involving the sale of inventory in the ordinary course of business; 

(ii) Dispositions of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan
Party’s or such Subsidiary’s business; 
 (iii) Dispositions constituting Investments permitted under Section 8.2.4 [Loans
and Investments] and Dispositions permitted under clauses (i) through (iii) of Section 8.2.5 [Liquidations, Mergers Consolidations]; 

(iv) Dispositions of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; 

(v) Dispositions of Permitted Investments; 

(vi) Dispositions in connection with Casualty Events; 

(vii) the unwinding of Interest Rate Hedges and Foreign Currency Hedges; 

(viii) leases, subleases, licenses or sublicenses entered into the ordinary course of business, in each case, which do not materially
interfere with the business of the Borrower and its Subsidiaries; or 
 (ix) any other Disposition, so long as the after-tax proceeds (as
reasonably estimated by the Borrower) are reinvested or applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above. 

8.2.7 Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry
out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person), except the following: 

(i) any transaction among the Loan Parties or any of their respective Subsidiaries or any entity that becomes a Subsidiary as a result of such
transaction, in each case, to the extent not otherwise prohibited by this Agreement; 

  
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 (ii) any transaction that is not otherwise prohibited by this Agreement, is entered into in the
ordinary course of business upon fair and reasonable arm’s-length terms and conditions; and 
 (iii) payment by the Borrower or any
Subsidiary of the Borrower of customary fees and compensation and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Borrower and its Subsidiaries. 

8.2.8 Reserved. 
 8.2.9
Continuation of or Change in Business. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business other than substantially as conducted and operated by such Loan Party or
Subsidiary during the present fiscal year and any business or other activities that are reasonably similar, ancillary, incidental, complementary or related thereto or a reasonable extension or expansion thereof. 

8.2.10 Fiscal Year. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its fiscal year from the
twelve-month period beginning January 1 and ending December 31. 
 8.2.11 Reserved. 

8.2.12 Reserved. 
 8.2.13
Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of such Loan Party or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Obligations, other than (a) this Agreement and the other Loan Documents (b) with
respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a disposition of assets permitted under this Agreement of all or substantially all of the equity interests or assets of such Subsidiary,
(c) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) customary
provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business,
(e) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (f) any agreements that are binding on a
Person that becomes a Subsidiary of the Borrower (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (g) customary restrictions that arise in connection with any Permitted Lien (in
which case, any prohibition or limitation shall only be effective against the assets financed thereby). 
 8.2.14 Maximum Consolidated
Leverage Ratio. The Loan Parties shall not permit the Consolidated Leverage Ratio of the Borrower and its Subsidiaries, calculated as of the end of each fiscal quarter (commencing with the fiscal quarter ending December 31, 2013), to exceed
3.0 to 1.0. 

  
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 8.2.15 Minimum Consolidated Interest Coverage Ratio. The Loan Parties shall not permit the
Consolidated Interest Coverage Ratio of the Borrower and its Subsidiaries, calculated as of the end of each fiscal quarter for the four (4) fiscal quarters then ended (commencing with the fiscal quarter ending December 31, 2013), to be
less than 4.0 to 1.0. 
 8.3 Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative
Agent and each of the Lenders: 
 8.3.1 Quarterly Financial Statements. Within 45 days after the end of each of the first three
quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash
flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by the Chief Executive Officer, President or Chief Financial
Officer of the Borrower (subject to normal year-end audit adjustments) as having been prepared in accordance with GAAP, consistently applied and setting forth in comparative form the respective financial statements for the corresponding date and
period in the previous fiscal year. 
 8.3.2 Annual Financial Statements. Within 90 days after the end of each fiscal year of the
Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other
independent certified public accountants of nationally recognized standing. 
 8.3.3 Certificate of the Borrower. Concurrently with
the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance
Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3. 

8.3.4 Notices. 
 8.3.4.1
Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential
Default and the action which such Loan Party proposes to take with respect thereto. 
 8.3.4.2 Litigation. Promptly after the
commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which would result in a Material Adverse Change. 

8.3.4.3 Reserved. 

  
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 8.3.4.4 Erroneous Financial Information. Promptly in the event that the Borrower or its
accountants conclude or advise that any previously issued financial statement or audit report should no longer be relied upon or that disclosure should be made or action should be taken to prevent future reliance, notice in writing setting forth the
details thereof and the action which the Borrower proposes to take with respect thereto. 
 8.3.4.5 ERISA Event. Promptly upon the
occurrence of any ERISA Event which would constitute a Material Adverse Change, notice in writing setting forth the details thereof and the action which the Borrower proposes to take with respect thereto. 

8.3.4.6 Other Reports. Promptly upon their becoming available to the Borrower: 

(i) Annual Budget. The annual budget and any forecasts or projections of the Borrower, to be supplied not later than thirty
(30) days after commencement of the fiscal year to which any of the foregoing may be applicable, 
 (ii) Management Letters. Any
reports including management letters submitted to the Borrower by independent accountants in connection with any annual, interim or special audit, 

(iii) SEC Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses
and other shareholder communications, filed by the Borrower with the Securities and Exchange Commission, and 
 (iv) Other
Information. Such other reports and information as any of the Lenders may from time to time reasonably request. 
 8.3.5 Delivery.
Information required to be delivered pursuant to Article 8 shall be deemed to have been delivered to the Lenders on the date on which such information has been posted on the Borrower’s website on the Internet at www.gentex.com or is available
on the website of the SEC at www.sec.gov (to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant to Article 8 may also be delivered by electronic communication
pursuant to procedures approved by the Administrative Agent pursuant to Section 11.5.2 [Electronic Communications]. 
 9. DEFAULT

 9.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or
conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law): 
 9.1.1 Payments Under Loan
Documents. The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit or Obligation or any interest on any Loan,
Reimbursement Obligation or Letter of Credit Obligation or any other amount owing hereunder or under the other Loan Documents on the date on which such principal becomes due in accordance with the terms hereof or thereof and, in the case of interest
or any other amount, within three (3) Business Days of such interest or other amount becoming due in accordance with the terms hereof or thereof; 
  

  
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 9.1.2 Breach of Warranty. Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material
respect as of the time it was made or furnished; 
 9.1.3 Reserved. 

9.1.4 Breach of Negative Covenants, Anti-Terrorism Laws or Notice of Default. Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 8.1.8 [Anti-Terrorism Laws; International Trade Law Compliance], Section 8.2 [Negative Covenants] or Section 8.3.4.1 [Default]; 

9.1.5 Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant, condition
or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days from receipt of notice to the defaulting party by the Administrative Agent; 

9.1.6 Defaults in Other Agreements or Indebtedness. A default or event of default shall occur (after giving effect to the cure periods,
if any, applicable thereto) at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or
guarantor in excess of $35,000,000 in the aggregate, and such default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto) any Indebtedness when due (whether at stated maturity, by
acceleration or otherwise) or if such default or event of default permits or causes the acceleration of any Indebtedness or the termination of any commitment to lend; 

9.1.7 Final Judgments or Orders. Any final judgments or orders for the payment of money in excess of $35,000,000 in the aggregate
(excluding liabilities to the extent paid or covered by insurance as to which the relevant insurance company has not disputed coverage) shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry; 
 9.1.8 Loan
Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the
respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; 

  
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 9.1.9 Events Relating to Benefit Arrangements, Pension Plans and Multiemployer Plans.
(i) An ERISA Event occurs with respect to a Pension Plan which has resulted or could reasonably be expected to result in liability of any member of the ERISA Group under Title IV of ERISA in an aggregate amount which could reasonably be
expected to result in a Material Adverse Change, or (ii) any member of the ERISA Group fails to pay when, as a matter of law, due, after the expiration of any applicable grace period, any installment payment with respect to its assessed
(whether or not review and appeal is pending) withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, where the failure to make such payment of the aggregate amount of unamortized withdrawal liability has resulted or could
reasonably be expected to result in a Material Adverse Change; 
 9.1.10 Change of Control. A Change of Control shall occur; or 

9.1.11 Relief Proceedings. (i) A Relief Proceeding shall have been instituted against any Loan Party and such Relief Proceeding shall
remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such Relief Proceeding, (ii) any Loan Party institutes, or takes any
action in furtherance of, a Relief Proceeding, or (iii) any Loan Party admits in writing its inability to pay its debts as they mature. 

9.2 Consequences of Event of Default. 

9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections
9.1.1 through 9.1.10 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative
Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness
of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral
for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the
Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and 

9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 9.1.11 [Relief
Proceedings] shall occur and be continuing, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then
outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived; and 

  
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 9.2.3 Set-off. If an Event of Default shall have occurred and be continuing, each Lender,
the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any
time and from time to time after obtaining the prior written consent of the Administrative Agent, 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 Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all
of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or
participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing
Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after
any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The provisions of this Section 9.2.3 are solely for the benefit of the Lenders and the Issuing Lender
(and their Affiliates and participants), and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions; and 

9.2.4 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this
Section 9.2 and until Payment in Full, any and all proceeds received by the Administrative Agent from any sale or other disposition of any assets of any Loan Party after entry of judgment, or any part thereof, or the exercise of any other
remedy by the Administrative Agent, shall be applied as follows: 
 (i) First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as
such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; 

(ii) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; 

(iii) Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement
Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 

  
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 (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal
of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges, and Other Lender Provided Financial Service Products, ratably among the Lenders, the
Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges and Other Lender Provided Financial Service Products, in proportion to the respective amounts
described in this clause Fourth held by them; 
 (v) Fifth, to the Administrative Agent for the account of the Issuing Lender,
to cash collateralize any undrawn amounts under outstanding Letters of Credit; and 
 (vi) Last, the balance, if any, to the Loan
Parties or as required by Law. 
 Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall
be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying
Party’s collateral for the Obligations (if any) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the
proceeds of collateral for the Obligations (if any) from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4.

 10. THE ADMINISTRATIVE AGENT 

10.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan
Party shall have rights as a third party beneficiary of any of such provisions. 
 10.2 Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders. 

  
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 10.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred
and is continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law; and 
 (c) shall not, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 11.1 [Modifications, Amendments or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender. 

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
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 10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment or extension of a Letter of Credit, that by its terms must be fulfilled
to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such
Lender or the Issuing Lender prior to the making of such Loan or the issuance, amendment or extension, as the case may be, of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article 10 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
 10.6
Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing
Lender, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (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 the
Administrative Agent on behalf of the Lenders or the Issuing Lender 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) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint
a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] 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. 

  
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 If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an
Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC
shall be discharged from all of its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any,
outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. 

10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

10.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the financial institutions listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder. 

10.9 Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent a nonrefundable fee (the
“Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time to time. 

10.10 Authorization to Release Guarantors. The Lenders and Issuing Lender authorize the Administrative Agent to release any Guarantor
from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to Persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under
Section 8.2.6 [Dispositions of Assets or Subsidiaries] or Section 8.2.5 [Liquidations, Mergers, Consolidations]. In each case as specified in this Section 10.10 [Authorization to Release Guarantors], the Administrative Agent will (and
each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from
its obligations under this Agreement and the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.10 [Authorization to Release Guarantors]. 

  
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 10.11 No Reliance on Administrative Agent’s Customer Identification Program. Each
Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer
identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions
hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or
such other Laws. 
 11. MISCELLANEOUS 

11.1 Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent, acting on behalf
of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties
hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no
such agreement, waiver or consent may be made which will: 
 11.1.1 Increase of Commitment. Increase the amount of the Revolving
Credit Commitment or Term Loan Commitment of any Lender hereunder without the consent of such Lender; 
 11.1.2 Extension of Payment;
Reduction of Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the Expiration Date, the Maturity Date or the time for payment of principal or interest of any Loan (excluding the due
date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender,
without the consent of each Lender directly affected thereby; 
 11.1.3 Release of Guarantor. Except for sales of assets permitted by
Section 8.2.6 [Dispositions of Assets or Subsidiaries] or Section 8.2.5 [Liquidations, Mergers, Consolidations], release any Guarantor from its Obligations under the Guaranty Agreement without the consent of all Lenders; or 

  
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 11.1.4 Miscellaneous. Amend Section 5.2 [Pro Rata Treatment of Lenders] or
Section 5.3 [Sharing of Payments by Lenders], Section 9.2.4 [Application of Proceeds] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any
action or alter the definition of Required Lenders, in each case without the consent of all of the Lenders; 
 provided that no agreement, waiver or
consent which would modify the interests, rights or obligations of the Administrative Agent, the Issuing Lender, or the Swing Loan Lender may be made without the written consent of the Administrative Agent, the Issuing Lender or the Swing Loan
Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of
one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders
pursuant to Section 5.6.2 [Replacement of a Lender]. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be
increased or extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely
relative to other affected Lenders shall require the consent of such Defaulting Lender. 
 Notwithstanding anything to the contrary herein,
this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, Revolving Credit Loans, Swing
Loans and Letter of Credit Obligations and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term Loans (“Replaced Term Loans”) with a replacement term loan tranche
hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans, plus any accrued but
unpaid interest on such Replaced Term Loans and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Replacement Term Loans, (b) the Applicable Margin for such Replacement Term
Loans shall not be higher than the Applicable Margin for such Replaced Term Loans and (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Replaced Term
Loans at the time of such refinancing. 

  
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 11.2 No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure
of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative
and not exclusive of any rights or remedies which they would otherwise have. 
 11.3 Expenses; Indemnity; Damage Waiver. 

11.3.1 Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, as necessary as determined by the Administrative Agent, one additional local counsel in each relevant
jurisdiction) 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 and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket and documented expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including
the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender and, as necessary as determined by the Administrative Agent, one additional local counsel in each relevant jurisdiction) in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s
agents or other third parties engaged by the Administrative Agent periodically to perform audits of the Loan Parties’ books, records and business properties after the occurrence and during the continuance of an Event of Default. 

  
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 11.3.2 Indemnification by the Loan Parties. The Loan Parties shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee (limited, in the case of the Administrative Agent, to one legal counsel for it and all of
its respective Related Parties, unless, in the reasonable business judgment of the Administrative Agent, (i) additional local counsel for the applicable Indemnitee is necessary in a relevant jurisdiction or (ii) there is a conflict of
interest between or among the applicable Indemnitee requiring additional legal counsel to represent those Indemnitees)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing
Lender 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 breach of representations, warranties or
covenants of the Loan Parties under the Loan Documents or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under
Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from a claim brought by a Loan Party against such Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.3.2 [Indemnification by the Loan
Parties] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

11.3.3 Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
Sections 11.3.1 [Costs and Expenses] or 11.3.2 [Indemnification by the Loan Parties] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity. 

11.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and
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 Section 11.3.2
[Indemnification by Loan Parties] shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it 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. 

  
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 11.3.5 Payments. All amounts due under this Section shall be payable not later than ten
(10) days after demand therefor. 
 11.4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day
which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods] or the definitions of “Interest Period” or “Month”) and such extension of time shall be
included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date or the Maturity Date, as applicable, if the Expiration Date or the Maturity Date, as applicable, is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such
extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action. 
 11.5 Notices;
Effectiveness; Electronic Communication. 
 11.5.1 Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on
Schedule 1.1(B). 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section. 

11.5.2 Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender
if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

  
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 11.5.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or
telecopier number for notices and other communications hereunder by notice to the other parties hereto. 
 11.6 Severability. The
provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 

11.7 Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall
survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of additional compensation or expenses and
indemnification, including those set forth in the Article 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other covenants and agreements of the Loan Parties shall continue in full force and
effect from and after the date hereof and until Payment In Full. 
 11.8 Successors and Assigns. 

11.8.1 Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders],
(ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges;
Successors and Assigns Generally] (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 Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 11.8.2 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 (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
 (B)
in any case not described in clause (i)(A) of this Section 11.8.2, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable 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 Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Commitment of the assigning Lender, or $5,000,000 in the
case of the Term Loan of such assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed). 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. 
 (iii)
Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) unless such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund and: 
 (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless
(x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any
such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the Administrative Agent has received confirmation from the Borrower that it has received notice thereof; and 

(B) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). 

  
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 (iv) Assignment and Assumption Agreement. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative
questionnaire provided by the Administrative Agent. 
 (v) No Assignment to Borrower. No such assignment shall be made to
(1) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (2) any Defaulting Lender, or (3) any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause
(1) or clause (2). 
 (vi) No Assignment to Natural Persons; Non-Financial Institutions. No such assignment shall be made to a
natural Person or any Person that is not a financial institution. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 11.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption Agreement, 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 Agreement, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 4.4 [LIBOR Rate Unascertainable; Etc.], 5.8 [Increased Costs], and 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with Section 11.8.4 [Participations]. 
 11.8.3 Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders (including, for purposes of this Section 11.8 [Successors and Assigns], the Issuing Lender), and the Commitments of, and principal amounts (and related
interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Such Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is reflected in such Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Notwithstanding anything to the contrary in this Agreement, no assignment
shall be effective unless and until reflected in the Register. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the
contrary contained in this Agreement, the Loans and Letters of Credit are intended to be treated as registered obligations for U.S. federal income tax purposes and the provisions of Section 11.8.3 and 11.8.4 shall be construed so that the they
are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and Section 5f.103-1(c) of the United States Treasury Regulation and any other related regulations (or any
successor provisions of the Code or such regulations). 

  
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 11.8.4 Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Person that is not a financial institution)
(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 owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent,
the Lenders, and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
(other than as is already provided for herein) to any amendment, modification or waiver with respect to Sections 11.1.1 [Increase of Commitment], 11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of Guarantor]) that affects such Participant.
The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.4 [LIBOR Rate Unascertainable, Etc.], 5.8.1 [Increased Costs], 5.10 [Indemnity] and 5.9 [Taxes] (subject to the requirements and limitations therein, including
the requirements under Section 5.9.7 [Status of Lenders] (it being understood that the documentation required under Section 
 5.9.7 [Status of Lenders]
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by Lenders]; provided that such Participant (A) agrees to
be subject to the provisions of Section 5.6.2 [Replacement of a Lender] and Section 5.6.3 [Designation of a Different Lending Office] as if it were an assignee under Section 11.8.2 [Assignments by Lenders]; and (B) shall not be
entitled to receive any greater payment under Sections 5.7.1 [Increased Costs] or 5.9 [Taxes], with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, at
the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6.2 [Replacement of a Lender] and Section 5.6.3 [Designation of Different Lending Office] with
respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to
Section 5.3 [Sharing of Payments by Lenders] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the 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 (i) that the portion of the Participant Register relating to a Participant shall be made available to the Borrower and Administrative Agent to the extent the benefits of this Agreement are claimed
with respect to such Participant (including under Section 5.8.1, 5.10 and 5.9), and/or (ii) otherwise 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 163(f), 871(h)(2) and 881(c)(2) of the Code and Section 5f.103-1(c) of the United States Treasury Regulations any other related regulations (or any successor provisions of the Code or such 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, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

  
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 11.8.5 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; 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. 

11.9 Confidentiality. 

11.9.1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the
Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (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 or
obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the consent of the Borrower in its sole
discretion or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or (Z) was or becomes available to the Administrative Agent, any Lender, the Issuing Lender or any
of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries. 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. 

11.9.2 Sharing Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of
the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1
[General]. 

  
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 11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any
separate letter agreements with respect to fees payable to the Administrative Agent, 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 including any prior confidentiality agreements and commitments. Except as provided in Article 7 [Conditions Of Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of
a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. 

11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.  

11.11.1 Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its
conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC Publication
Number 590) (“ISP98”), as determined by the Issuing Lender, and in each case to the extent not inconsistent therewith, the Laws of the State of New York without regard to its conflict of laws principles. 

11.11.2 SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE ISSUING LENDER 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. 

  
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 11.11.3 WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
ANY COURT REFERRED TO IN THIS SECTION 11.11. 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 AND AGREES NOT TO ASSERT ANY SUCH DEFENSE. 
 11.11.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

11.11.5 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, ADMINISTRATIVE 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. 

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

[INTENTIONALLY LEFT BLANK] 

  
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 [SIGNATURE PAGE 1 OF 4—CREDIT AGREEMENT] 

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

							
	WITNESS:	 		 	BORROWER:
			
		 		 	GENTEX CORPORATION, a Michigan corporation
				
	Robert L. Hughes	 		 	By:	 	/s/ Steve Downing
		 		 	Name: Steve Downing
		 		 	Title: Chief Financial Officer









 [SIGNATURE PAGE 2 OF 4—CREDIT AGREEMENT] 

 


			
	 PNC BANK, NATIONAL ASSOCIATION,

individually and as Administrative Agent

		
	By:	 	/s/ Arthur F. Gray
	Name: Arthur F. Gray
	Title: Senior Vice President










 [SIGNATURE PAGE 3 OF 4—CREDIT AGREEMENT] 

 


			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Charles W. Lott
	Name: Charles W. Lott
	Title: Senior Vice President










 [SIGNATURE PAGE 4 OF 4—CREDIT AGREEMENT] 

 


			
	COMERICA BANK
		
	By:	 	/s/ F. James Schoettley
	Name: F. James Schoettley
	Title: Vice President









 SCHEDULE 1.1(A) 

PRICING GRID 
 VARIABLE PRICING AND
FEES BASED ON CONSOLIDATED LEVERAGE RATIO 
  

																			
	 Level
	  	 Consolidated

Leverage
 Ratio
	  	Commitment
Fee	 	 	Letter
of
Credit Fee	 	 	Base Rate
Spread	 	 	LIBOR
Rate Spread	 
	 I
	  	Less than 0.75 to 1.00	  	 	0.15	% 	 	 	1.00	% 	 	 	0.00	% 	 	 	1.00	% 
	 II
	  	Greater than or equal to 0.75 to 1.00 but less than 1.50 to 1.00	  	 	0.175	% 	 	 	1.25	% 	 	 	0.25	% 	 	 	1.25	% 
	 III
	  	Greater than or equal to 1.50 to 1.00 but less than 2.25 to 1.00	  	 	0.20	% 	 	 	1.50	% 	 	 	0.50	% 	 	 	1.50	% 
	 IV
	  	Greater than or equal to 2.25 to 1.00	  	 	0.25	% 	 	 	1.75	% 	 	 	0.75	% 	 	 	1.75	% 

 For purposes of determining the Applicable Margin, the Applicable Commitment Fee Rate and the Applicable
Letter of Credit Fee Rate: 
 (a) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate
shall be set on the Closing Date based on the Consolidated Leverage Ratio set forth in the Closing Date Compliance Certificate and shall remain at such level until the delivery of the Compliance Certificate for the fiscal quarter ending
December 31, 2013. 
 (b) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall
be recomputed as of the end of each fiscal quarter ending after the Closing Date based on the Consolidated Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin, the Applicable Commitment Fee Rate or the Applicable
Letter of Credit Fee Rate computed as of a quarter end shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 8.3.3 [Certificate of Borrower]. If a Compliance
Certificate is not delivered when due in accordance with such Section 8.3.3, then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall
remain in effect until the date on which such Compliance Certificate is delivered. 
 Schedule 1.1(A) 

  
 1 








 (c) If, as a result of any restatement of or other adjustment to the financial statements of the
Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated
Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any
Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights
of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit Subfacility] or Section 4.3 [Interest After Default] or Article 9 [Default]. 

Schedule 1.1(A) 

  
 2 








 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 

Part 1—Commitments of Lenders and Addresses for Notices to Lenders 

 

																	
	 Lender
	  	Amount of
Commitment
for Revolving
Credit Loans	 	  	Amount of
Commitment
for Term
Loans	 	  	Commitment	 	  	Ratable Share	 
	 Name: PNC Bank,

National Association

Address: 171 Monroe Ave.

N.W., Z2-B700-02-2

Grand Rapids, MI 49503

Attention: Arthur F. Gray

Telephone: 616-771-8556
	  	$	67,500,000.00	  	  	$	67,500,000.00	  	  	$	135,000,000.00	  	  	 	45.000000000	% 
	 Name: Wells Fargo Bank,

National Association

Address: 146 Monroe

Center, NW, Suite 1000,

McKay Tower

Grand Rapids, MI 49503

Attention: Charles W. Lott

Telephone: 616-233-6456
	  	$	62,500,000.00	  	  	$	62,500,000.00	  	  	$	125,000,000.00	  	  	 	41.666666667	% 
	 Name: Comerica Bank

Address: 99 Monroe

Avenue NW

Suite 1000

Grand Rapids, MI 49503

Attention: F. James

Schoettley

Telephone: 616-776-5723
	  	$	20,000,000.00	  	  	$	20,000,000.00	  	  	$	40,000,000.00	  	  	 	13.333333333	% 
	 Total
	  	$	150,000,000	  	  	$	150,000,000	  	  	$	300,000,000	  	  	 	100.000000000	% 

 Schedule 1.1(B) 

  
 Page 1 of 2 








 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 

Part 2—Addresses for Notices to Borrower and Guarantors: 

ADMINISTRATIVE AGENT 
 Name: PNC Bank, National Association

 Address: 171 Monroe Ave. N.W., Z2-B700-02-2 
 Grand Rapids,
MI 49503 
 Attention: Arthur F. Gray 
 Telephone: 616.771.8556

 Telecopy: 616.771.8660 
 With a Copy To: 

Agency Services, PNC Bank, National Association 
 Mail Stop:
P7-PFSC-04-I 
 Address: 500 First Avenue 
 Pittsburgh, PA 15219

 Attention: Agency Services 
 Telephone: 412-768-0423 

Telecopy: 412-762-8672 
 BORROWER: 

Name: GENTEX CORPORATION 
 Address: 600 North Centennial Street

 Zeeland, Michigan 49464 
 Attention: Robert L. Hughes 

Telephone: 616-772-1151 
 Telecopy: 616-772-0321 

IF TO ANY GUARANTOR: 
 Name: GENTEX CORPORATION 

Address: 600 North Centennial Street 
 Zeeland, Michigan 49464

 Attention: Robert L. Hughes 
 Telephone: 616-772-1151 

Telecopy: 616-772-0321 
 Schedule 1.1(B) 

  
 Page 2 of 2 








 Schedule 1.1(E)—Existing Letters of Credit 

 

	 	•	 	Comerica Bank Irrevocable Standby Letter of Credit No. GRS-415, dated March 24, 1992, as amended. 

  

	 	•	 	Comerica Bank Irrevocable Letter of Credit No. 655687-04, dated January 30, 2012. 








 Schedule 1.1(P)—Permitted Liens 

 

							
	 File Type
	  	 File Number
	  	 File Date
	  	 Secured Party

	 UCC
 Continuation

Amendment
	  	2006104523-7	  	06/12/2006	  	Air Liquide Industrial U.S. LP
	  	2011032471-0	  	03/08/2011	  	Air Liquide Industrial U.S. LP
	  	2012042555-2	  	03/21/2012	  	Air Liquide Industrial U.S. LP
	UCC	  	2011086790-0	  	06/16/2011	  	Cardinal Machine Company
	UCC	  	2012001237-9	  	01/04/2012	  	Cardinal Machine Company
	UCC	  	2012062719-4	  	04/27/2012	  	Hurco Companies, Inc.
	UCC	  	2012140764-4	  	10/04/2012	  	Mazak Corporation
	UCC	  	2012140766-8	  	10/04/2012	  	Mazak Corporation
	UCC	  	2012140767-0	  	10/04/2012	  	Mazak Corporation
	UCC	  	2012140769-4	  	10/04/2012	  	Mazak Corporation
	UCC	  	2012146368-0	  	10/16/2012	  	Hurco Companies, Inc.
	UCC	  	2013033788-6	  	03/07/2013	  	West Michigan Tool & Die Co.
	UCC	  	2013050676-0	  	04/10/2013	  	Mazak Corporation
	UCC	  	2013109485-5	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109487-9	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109490-6	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109495-6	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109497-0	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109498-2	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109499-4	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013109501-1	  	07/26/2013	  	Mazak Corporation
	UCC	  	2013124998-1	  	08/27/2013	  	J.R. Automation Technologies, LLC








 Schedule 1.1(S)—Excluded Subsidiaries 

 

	 	•	 	E.C. Aviation Services, Inc. 

  

	 	•	 	Gentex Holdings, Inc. 

  

	 	•	 	Gentex GmbH 

  

	 	•	 	Gentex Japan, Inc. 

  

	 	•	 	Gentex Mirrors Ltd. 

  

	 	•	 	Gentex France, SAS 

  

	 	•	 	Gentex Technologies Korea Co., Ltd. 

  

	 	•	 	Gentex Technologies Bulgaria EOOD 

  

	 	•	 	Gentex (Shanghai) Electronics Technology Co., Inc. 








 Schedule 6.1.3—Subsidiaries 

 

							
	 Issuer
	  	 Jurisdiction of

Organization
	  	Holder	  	 Amount, Percentage

and Type of
 equity
interests

	 E.C. Aviation Services, Inc.
	  	Michigan	  	Gentex Corporation	  	66,220 shares of common stock, 100% of the issued equity interests
				
	 Gentex Holdings, Inc.
	  	Michigan	  	Gentex Corporation	  	57,431 shares of common stock, 100% of the issued equity interests
				
	 Gentex GmbH
	  	Germany	  	Gentex Corporation	  	50% of the issued equity interests
				
		  		  	Gentex Holdings, Inc.	  	50% of the issued equity interests
				
	 Gentex Japan, Inc.
	  	Japan	  	Gentex Corporation	  	1,700 shares of common stock, 100% of the issued equity interests
				
	 Gentex Mirrors Ltd.
	  	United Kingdom	  	Gentex Corporation	  	100% of the issued equity interests
				
	 Gentex France, SAS
	  	France	  	Gentex Corporation	  	100% of the issued equity interests
				
	 Gentex Technologies Korea Co., Ltd.
	  	Korea	  	Gentex Corporation	  	100% of the issued equity interests
				
	 Gentex Technologies Bulgaria EOOD
	  	Bulgaria	  	Gentex Mirrors Ltd.	  	100% of the issued equity interests
				
	 Gentex (Shanghai) Electronics Technology Co., Inc.
	  	China	  	Gentex Corporation	  	100% of the issued equity interests








 Schedule 8.2.1 — Existing Indebtedness 

Obligations secured by Liens set forth on Schedule 1.1 (P). 







 EXHIBIT 1.1(A) 

FORM OF 
 ASSIGNMENT AND
ASSUMPTION AGREEMENT 
 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, restated, modified, or supplemented, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any Letters of Credit and guarantees included in such facilities), and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 








							
		 	1.	  	Assignor:	  	  

				
		 	2.	  	Assignee:	  	  

		 		  		  	[and is an Affiliate of [identify Lender]]
				
		 	3.	  	Borrower:	  	GENTEX CORPORATION, a Michigan corporation
				
		 	4.	  	Administrative Agent:	  	PNC BANK, NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement
				
		 	5.	  	Credit Agreement:	  	The Credit Agreement dated as of September 27, 2013, by and among GENTEX CORPORATION, a Michigan corporation, the Lenders party thereto, the Guarantors party thereto and PNC Bank, National Association, as Administrative
Agent.
		 	 6.
	  	Assigned Interest:	  	

  

															
	 Facility Assigned
	  	Aggregate
Amount of
Commitment/
Loans
for all Lenders	 	  	Amount of
Commitment/
Loans
Assigned	 	  	Percentage
Assigned of
Commitment/Loans1	 	  	CUSIP Number
	 Revolving Credit Commitment
	  	$	 	  	  	$	 	  	  	 	%	  	  	
					
	 Term Loan Credit Commitment
	  	$	 	  	  	$	 	  	  	 	%	  	  	

  

	 	7.	 [Trade Date:                    ]2 


Effective Date:            , 20     [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 

[SIGNATURE PAGES FOLLOW] 

 

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


	2 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


	3 	Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment and Assumption. 








 [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT] 

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

 

	
	ASSIGNOR
	
	  

	
	By:                                     
                                         
                  
	Name:                                     
                                         
            
	Title:                                     
                                         
              
	
	ASSIGNEE
	
	  

	
	By:                                     
                                         
                  
	Name:                                     
                                         
            
	Title:                                     
                                         
              









 [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT] 

 

	
	Consented to and Accepted:
	
	PNC BANK, NATIONAL ASSOCIATION,
	as Administrative Agent
	
	By:                                     
                                         
            
	Name:                                     
                                         
      
	Title:                                     
                                         
         
	
	[PNC BANK, NATIONAL ASSOCIATION, 4]
	as Issuing Lender
	
	By:                                     
                                         
            
	Name:                                     
                                         
      
	Title:                                     
                                         
         
	
	Consented to:5
	
	[GENTEX CORPORATION, a Michigan corporation]
	
	By:                                     
                                         
            
	Name:                                     
                                         
      
	Title:                                     
                                         
         

  

	4 	If applicable.  


	5 	If applicable. 








 ANNEX 1 

$150,000,000 REVOLVING CREDIT FACILITY 

$150,000,000 TERM LOAN 

STANDARD TERMS AND CONDITIONS 

FOR ASSIGNMENT AND ASSUMPTION AGREEMENT 

1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an
eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other
Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 8.3 [Reporting Requirements] thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
Agreement and to purchase such Assigned Interest and (vii) if Assignee is not incorporated or organized under the Laws of the United States of America or a state thereof, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 







 2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal laws of the State of New
York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law. 







 REVOLVING CREDIT NOTE 

 

			
	$62,500,000.00	  	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) or its registered assigns, the lesser of (i) the principal sum of Sixty-Two Million Five
Hundred Thousand and 00/100 Dollars ($62,500,000.00), or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Section 2.6.4 [Repayment of Revolving Credit Loans] of the
Credit Agreement, dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank, National Association, as administrative agent, (hereinafter referred
to in such capacity as the “Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), together with all outstanding interest thereon on the Expiration Date.

 The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or
rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5
[Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or
taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and
during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon written notice to the Borrower, the Borrower shall pay interest on the entire principal amount of
the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in
Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds. 
 This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits of, the
Credit Agreement and the other Loan Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement,
the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Revolving Credit Note and the Credit Agreement. 







 The transfer of this Revolving Credit Note is subject to the limitations set forth in the Credit
Agreement, including the provisions set forth in Section 11.8.3 [Register]. 
 This Revolving Credit Note shall bind the Borrower and
its registered successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply
to the Borrower and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Revolving Credit Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and
thereto shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the
New York General Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given
to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Revolving Credit Note. 

[SIGNATURE PAGE FOLLOWS] 

  
 2 








 [SIGNATURE PAGE TO REVOLVING CREDIT NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Revolving Credit Note by its duly authorized
officer. 
  

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 /s/ Steve Downing

	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 REVOLVING CREDIT NOTE 

 

			
	$67,500,000.00	  	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to PNC BANK, NATIONAL ASSOCIATION (the “Lender”) or its registered assigns, the lesser of (i) the principal sum of Sixty-Seven Million Five Hundred
Thousand and 00/100 Dollars ($67,500,000.00), or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Section 2.6.4 [Repayment of Revolving Credit Loans] of the Credit
Agreement, dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank, National Association, as administrative agent, (hereinafter referred to in
such capacity as the “Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), together with all outstanding interest thereon on the Expiration Date. 

The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates
per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5 [Interest
Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on
the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the
continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon written notice to the Borrower, the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 4.3
[Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 
 Subject to
the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh,
Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in immediately available funds. 

This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan
Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement, the Borrower waives presentment,
demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Revolving Credit Note and the Credit Agreement. 







 The transfer of this Revolving Credit Note is subject to the limitations set forth in the Credit
Agreement, including the provisions set forth in Section 11.8.3 [Register]. 
 This Revolving Credit Note shall bind the Borrower and
its registered successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply
to the Borrower and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Revolving Credit Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and
thereto shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the
New York General Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given
to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Revolving Credit Note. 

[SIGNATURE PAGE FOLLOWS] 

  
 2 








 [SIGNATURE PAGE TO REVOLVING CREDIT NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Revolving Credit Note by its duly authorized
officer. 
  

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 /s/ Steve Downing

	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 REVOLVING CREDIT NOTE 

 

			
	$20,000,000.00	  	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to COMERICA BANK (the “Lender”) or its registered assigns, the lesser of (i) the principal sum of Twenty Million and 00/100 Dollars ($20,000,000.00),
or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Section 2.6.4 [Repayment of Revolving Credit Loans] of the Credit Agreement, dated as of September 27, 2013,
among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and PNC Bank, National Association, as administrative agent, (hereinafter referred to in such capacity as the “Administrative
Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), together with all outstanding interest thereon on the Expiration Date. 

The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates
per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5 [Interest
Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on
the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the
continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon written notice to the Borrower, the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 4.3
[Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 
 Subject to
the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh,
Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in immediately available funds. 

This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan
Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement, the Borrower waives presentment,
demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Revolving Credit Note and the Credit Agreement. 







 The transfer of this Revolving Credit Note is subject to the limitations set forth in the Credit
Agreement, including the provisions set forth in Section 11.8.3 [Register]. 
 This Revolving Credit Note shall bind the Borrower and
its registered successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply
to the Borrower and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Revolving Credit Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and
thereto shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the
New York General Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given
to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Revolving Credit Note. 

[SIGNATURE PAGE FOLLOWS] 

  
 2 








 [SIGNATURE PAGE TO REVOLVING CREDIT NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Revolving Credit Note by its duly authorized
officer. 
  

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 /s/ Steve Downing

	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 SWING LOAN NOTE 
  

			
	$20,000,000.00	  	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to PNC BANK, NATIONAL ASSOCIATION (the “Lender”) or its registered assigns, the lesser of (i) the principal sum of Twenty Million and 00/100 Dollars
($20,000,000.00), or (ii) the aggregate unpaid principal balance of all Swing Loans made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter
party thereto, the Lenders now or hereafter party thereto, and the Lender, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”) (as amended, restated, modified, or supplemented from time
to time, the “Credit Agreement”), payable with respect to each Swing Loan evidenced hereby on the Expiration Date. 
 The
Borrower shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Subject to the provisions of the Credit
Agreement, interest on this Swing Loan Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or
become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest
or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon written notice
to the Borrower, the Borrower shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Swing Loan Note at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit
Agreement. Such interest will accrue before and after any judgment has been entered. 
 Subject to the provisions of the Credit Agreement,
payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in
writing by the holder hereof, in lawful money of the United States of America in immediately available funds. 
 This Swing Loan Note is one
of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement among other
things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein
specified. Except as otherwise provided in the Credit Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this
Swing Loan Note and the Credit Agreement. 







 The Swing Loan Note is subject to the limitations set forth in the Credit Agreement, including
the provisions set forth in Section 11.8.3 [Register]. 
 This Swing Loan Note shall bind the Borrower and its registered successors
and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the
Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Swing Loan Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto
shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York
General Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such
terms in the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Swing Loan Note. 

[SIGNATURE PAGE FOLLOWS] 

  
 2 








 [SIGNATURE PAGE TO SWING LOAN NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Swing Loan Note by its duly authorized
officers. 
  

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 /s/ Steve Downing

	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 TERM NOTE 
  

			
	$62,500,000.00	  	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) or its registered assigns the principal sum of Sixty-Two Million Five Hundred Thousand and 00/100
Dollars ($62,500,000.00), pursuant to Section 3.1 [Term Loan Commitments] of the Credit Agreement dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party
thereto, and PNC Bank, National Association, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”), (as amended, restated, modified or supplemented, from time to time, the “Credit
Agreement”), payable to the Lender as set forth in the Credit Agreement. 
 The Borrower shall pay interest on the unpaid principal
balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on
this Term Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in
connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon notice to the Borrower, the
Borrower shall pay interest on the unpaid principal balance hereof at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds. 
 This Term Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement
and the other Loan Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Term Note and the Credit Agreement. 







 The transfer of this Term Note is subject to the limitations set forth in the Credit Agreement,
including the provisions set forth in Section 11.8.3 [Register]. 
 This Term Note shall bind the Borrower and its registered
successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower
and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Term Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York General
Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in
the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Term Note. 
 [SIGNATURE PAGE
FOLLOWS] 

  
 2 








 [SIGNATURE PAGE—TERM NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this Term Note by its duly authorized officer. 

 

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 /s/ Steve Downing

	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 TERM NOTE 
  

			
	$67,500,000.00	 	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to PNC BANK, NATIONAL ASSOCIATION (the “Lender”) or its registered assigns the principal sum of Sixty-Seven Million Five Hundred Thousand and 00/100 Dollars
($67,500,000.00), pursuant to Section 3.1 [Term Loan Commitments] of the Credit Agreement dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and
PNC Bank, National Association, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”), (as amended, restated, modified or supplemented, from time to time, the “Credit
Agreement”), payable to the Lender as set forth in the Credit Agreement. 
 The Borrower shall pay interest on the unpaid principal
balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on
this Term Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in
connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon notice to the Borrower, the
Borrower shall pay interest on the unpaid principal balance hereof at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds. 
 This Term Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement
and the other Loan Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Term Note and the Credit Agreement. 







 The transfer of this Term Note is subject to the limitations set forth in the Credit Agreement,
including the provisions set forth in Section 11.8.3 [Register]. 
 This Term Note shall bind the Borrower and its registered
successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower
and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Term Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York General
Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in
the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Term Note. 
 [SIGNATURE PAGE
FOLLOWS] 

  
 2 








 [SIGNATURE PAGE—TERM NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this Term Note by its duly authorized officer. 

 

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	/s/ Steve Downing
	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 TERM NOTE 
  

			
	$20,000,000.000	 	 New York, New York 

September 27, 2013    


 FOR VALUE RECEIVED, the undersigned, GENTEX CORPORATION, a Michigan corporation (herein called the
“Borrower”), hereby unconditionally promises to pay to COMERICA BANK (the “Lender”) or its registered assigns the principal sum of Twenty Million and 00/100 Dollars ($20,000,000.00), pursuant to
Section 3.1 [Term Loan Commitments] of the Credit Agreement dated as of September 27, 2013, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association,
as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”), (as amended, restated, modified or supplemented, from time to time, the “Credit Agreement”), payable to the Lender as
set forth in the Credit Agreement. 
 The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding
from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Term Note will be payable pursuant to
Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the
occurrence and during the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, upon notice to the Borrower, the Borrower shall pay interest on the unpaid principal
balance hereof at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds. 
 This Term Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement
and the other Loan Documents, including the representations, warranties, covenants, and conditions contained or granted therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Term Note and the Credit Agreement. 







 The transfer of this Term Note is subject to the limitations set forth in the Credit Agreement,
including the provisions set forth in Section 11.8.3 [Register]. 
 This Term Note shall bind the Borrower and its registered
successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its registered successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower
and the Lender, respectively, and their respective successors and assigns (in the case of the Lender, its registered successors and assigns) as permitted under the Credit Agreement. 

This Term Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles other than Section 5-1401 and Section 5-1402 of the New York General
Obligations Law. 
 All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in
the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Term Note. 
 [SIGNATURE PAGE
FOLLOWS] 

  
 2 








 [SIGNATURE PAGE—TERM NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this Term Note by its duly authorized officer. 

 

			
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	/s/ Steve Downing
	Name:	 	Steve Downing
	Title:	 	Chief Financial Officer









 EXHIBIT 2.5.1 

FORM OF 
 LOAN REQUEST

  

			
	TO:	  	PNC Bank, National Association, as Administrative Agent
		  	PNC Firstside Center - 4th Floor
		  	500 First Avenue
		  	P7-PFSC-04-I
		  	Pittsburgh, PA 15219
		  	Telephone No.: (412) 762- 6442
		  	Telecopier No.: (412) 762 - 8672
		  	Attn: Agency Services
		
	FROM:	  	Gentex Corporation, a Michigan corporation (the “Borrower”).
		
	RE:	  	Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as of September 27, 2013, by and among the Borrower, the Guarantors party thereto, the Lenders party
thereto and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).

 Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.

  

	A.	Pursuant to Section 2.5.1 [Revolving Credit Loan Requests] of the Credit Agreement, the undersigned Borrower irrevocably requests [check one line under 1.(a) and 1.(b) below, as applicable, and fill in blank
space next to the line as appropriate] 

  

							
		 		 		  	
		 	1(a)	 	                   	  	A new Revolving Credit Loan, OR
				
		 		 	                   	  	Renewal of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on            , 20    , OR
				
		 		 	                   	  	Conversion of the Base Rate Option applicable to an outstanding Revolving Credit Loan originally made on             , 20    to a Loan to which the
LIBOR Rate Option applies, OR
				
		 		 	                   	  	Conversion of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on            , 20     to a Loan to which the
Base Rate Option applies.
				
		 	1(b)	 	                   	  	Renewal of the LIBOR Rate Option applicable to an outstanding Term Loan originally made on            , 20    , OR
				
		 		 	                   	  	Conversion of the Base Rate Option applicable to an outstanding Term Loan originally made on             , 20     to a Loan to which the LIBOR Rate
Option applies, OR
				
		 		 	                   	  	Conversion of the LIBOR Rate Option applicable to an outstanding Term Loan originally made on             , 20     to a Loan to which the Base
Rate Option applies








       SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST: 

      [Check one line under 1.(c) below and fill in blank spaces in line next to line]: 

									
		 		 		 		  	
		 	1(c)(i)	 	                   	 		  	Under the Base Rate Option. Such Loan shall have a Borrowing Date of             , 20     (which date shall be (i) the same Business Day of receipt
by the Administrative Agent by 10:00 a.m. eastern time of this Loan Request for making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) the last day of the preceding Interest Period if a Loan to which the LIBOR Rate Option
applies is being converted to a Loan to which the Base Rate Option applies).
					
		 		 		 		  	                        OR
					
		 	(ii)	 	                   	 		  	Under the LIBOR Rate Option. Such Loan shall have a Borrowing Date of             , 20     (which date shall be three (3) Business Days subsequent to
the Business Day of receipt by the Administrative Agent by 10:00 a.m. eastern time of this Loan Request for making a new Revolving Credit Loan to which the LIBOR Rate Option applies, renewing a Loan to which the LIBOR Rate Option applies, or
converting a Loan to which the Base Rate Option applies to a Loan to which the LIBOR Rate Option applies).

  

	 	2	Such Loan is in the principal amount of $             or the principal amount to be renewed or converted is
$             

 [for Loans under Section 2.5.1 not to be
less than $1,000,000 and in increments of $500,000 for each Borrowing Tranche under the LIBOR Rate Option and not less than the lesser of $500,000 or the maximum amount available for Borrowing Tranches under the Base Rate Option.] 

 

	 	3	[Complete blank below if the Borrower is selecting the LIBOR Rate Option]: 

 Such Loan
shall have an Interest Period of one, two, three, or six Month(s):
                                        


  
 2 









	B	[As of the date hereof and the date of making the above-requested Loan (and after giving effect thereto): all of the representations and warranties contained in Article 6 of the Credit Agreement and in the other Loan
Documents are true and correct in all material respects (unless any such representation or warranty is qualified to materiality, in which case such representation or warranty is true and correct in all respects), except for representations and
warranties made as of a specified date (which were true and correct in all material respects, as applicable, as of such date); and no Event of Default or Potential Default has occurred and is continuing or exists; the making of such Loan shall not
cause the Revolving Facility Usage to exceed the Revolving Credit Commitments.]1 

  

	C	The undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]: 


							
		  		  		  	
		  	1	  	                   	  	Funds to be deposited into a PNC Bank bank account per our current standing instructions. Complete amount of deposit if not full loan advance amount: U.S.
$            .
				
		  	2	  	                   	  	Funds to be wired per the following wire instructions:
				
		  		  		  	U.S. $             Amount of Wire Transfer
		  		  		  	Bank Name:                     
		  		  		  	ABA:                     
		  		  		  	Account Number:                     
		  		  		  	Account Name:                     
		  		  		  	Reference:                     
				
		  	3	  	                   	  	Funds to be wired per the attached Funds Flow (multiple wire transfers).

 [SIGNATURE PAGE FOLLOWS] 

 

	1	Only to be included for new loans. 


  
 3 








 [SIGNATURE PAGE TO LOAN REQUEST] 

The Borrower certifies to the Administrative Agent for the benefit of the Lenders as to the accuracy of the foregoing on
            , 20    . 
  

			
	BORROWER:
	
	GENTEX CORPORATION, a Michigan corporation
		
	By:	 	 
	Name:	 	 
	Title:	 	 









 EXHIBIT 2.5.2 

FORM OF 
 SWING LOAN
REQUEST 
  

			
	TO:	  	PNC Bank, National Association, as Administrative Agent
		  	PNC Firstside Center - 4th Floor
		  	500 First Avenue
		  	P7-PFSC-04-I
		  	Pittsburgh, PA 15219
		  	Telephone No.: (412) 762 - 6442
		  	Telecopier No.: (412) 762 - 8672
		  	Attn: Agency Services
		
	FROM:	  	Gentex Corporation, a Michigan corporation (the “Borrower”)
		
	RE:	  	Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as September 27, 2013, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto
and PNC Bank, National Association, as administrative agent for the Lenders, (the “Administrative Agent”).

 Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the
Credit Agreement. 
 Pursuant to Section 2.5.2 of the Credit Agreement, the Borrower hereby makes the following Swing Loan Request:

  

							
		  		  		  	
		  	1.	  	Aggregate principal amount of such Swing Loan (may not be less than $100,000)	  	
		  		  	$	  	                   
		  	2.	  	Proposed Borrowing Date	  	
				
		  		  	(which date shall be on or after the date on which the Administrative Agent receives this Swing Loan Request, with such Swing Loan Request to be received no later than 12:00 noon eastern time on the Borrowing Date)	  	                   
				
		  	3.	  	As of the date hereof and the date of making the above-requested Swing Loan (and after giving effect thereto): all of the representations and warranties contained in Article 6 of the Credit Agreement and in the other Loan
Documents are true and correct in all material respects (unless any such representation or warranty is qualified to materiality, in which case such representation or warranty is true and correct in all respects), except for representations and
warranties made as of a specified date (which were true and correct in all material respects, as applicable, as of such date); and no Event of Default or Potential Default has occurred and is continuing or exists; the making of such Loan shall not
exceed the Swing Loan Commitment or cause the Revolving Facility Usage to exceed the Revolving Credit Commitments.	  	









	4.	The undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]: 


 

							
		  		  		  	
		  	A	  	                   	  	Funds to be deposited into a PNC Bank bank account per our current standing instructions. Complete amount of deposit if not full loan advance amount: U.S.
$            .
				
		  	B	  	                   	  	Funds to be wired per the following wire instructions:
				
		  		  		  	U.S. $             Amount of Wire Transfer
		  		  		  	Bank Name:                     
		  		  		  	ABA:                     
		  		  		  	Account Number:                     
		  		  		  	Account Name:                     
		  		  		  	Reference:                     
				
		  	C	  	                   	  	Funds to be wired per the attached Funds Flow (multiple wire transfers).

 [SIGNATURE PAGE FOLLOWS] 

  
 2 








 [SIGNATURE PAGE—SWING LOAN REQUEST] 

The Borrower certifies to the Administrative Agent for the benefit of the Lenders as to the accuracy of the foregoing
on            , 20    . 
  

			
	BORROWER:
	
	 GENTEX CORPORATION, a Michigan

corporation

		
	By:	 	 
	Name:	 	 
	Title:	 	 









 EXHIBIT 5.9.7 (A) 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 27, 2013 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among GENTEX CORPORATION, as Borrower, the Guarantors from time to time party thereto, and each Lender from time to time party thereto and PNC Bank, National Association, as administrative agent for
the Lenders. 
 Pursuant to the provisions of Section 5.9 [Taxes] of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 Date:             , 20[    ]









 EXHIBIT 5.9.7(B) 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 27, 2013 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among GENTEX CORPORATION, as Borrower, the Guarantors from time to time party thereto, and each Lender from time to time party thereto and PNC Bank, National Association, as administrative agent for
the Lenders. 
 Pursuant to the provisions of Section 5.9 [Taxes] of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code]. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender
with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 Date:             , 20[    ]









 EXHIBIT 5.9.7(C) 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 27, 2013 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among GENTEX CORPORATION, as Borrower, the Guarantors from time to time party thereto, and each Lender from time to time party thereto and PNC Bank, National Association, as administrative agent for
the Lenders. 
 Pursuant to the provisions of Section 5.9 [Taxes] of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such
participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 Date:             , 20[    ]









 EXHIBIT 5.9.7(D) 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 27, 2013 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among GENTEX CORPORATION, as Borrower, the Guarantors from time to time party thereto, and each Lender from time to time party thereto and PNC Bank, National Association, as administrative agent for
the Lenders. 
 Pursuant to the provisions of Section 5.9 [Taxes] of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is
a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 Date:            , 20[    ]









 EXHIBIT 8.2.4 

FORM OF 
 ACQUISITION
COMPLIANCE CERTIFICATE1 
 This certificate is delivered pursuant to Section 8.2.4 of that certain Credit Agreement dated as of
September 27, 2013 (the “Credit Agreement”) by and among Gentex Corporation, a Michigan corporation (the “Borrower”), the Lenders party thereto (the “Lenders”), the Guarantors party thereto
(the “Guarantors”) and PNC Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein
with the same meanings. 
 The undersigned
officer,                , an Authorized Officer of the Borrower, in such capacity, does hereby certify on behalf of the Borrower after giving pro forma effect to the
Permitted Acquisition which is the basis for this Certificate, as follows: 
 Description of Proposed Permitted Acquisition 

1. Borrower desires that
                    [list Borrower or Guarantor that will be making the Acquisition] (the “Acquiring Company”) [acquire all or
substantially all of the assets/acquire all or substantially all of the ownership interests] [by purchase/by merger] of                     [Insert
name of entity or business division whose assets are being acquired or the entity whose equity interests are being acquired.] (the “Acquired Business”) from
                    [identify the name(s) of the seller(s) of such assets or equity interests] (the “Seller”) (the
“Acquisition”). 
 2. The proposed date of Acquisition
is                     (which date shall be at least five (5) Business Days after the date of this Certificate, the “Acquisition
Date”). The most recent four fiscal quarter period for which financial statements and a related compliance certificate were delivered to the Agent is the period ended            ,
20        . 
 3. The consideration to be paid including (i) cash paid by any of the Loan
Parties, directly or indirectly, to the Seller, in connection therewith and (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the Seller or otherwise and whether fixed or contingent is
$            . 
 4. The Acquired Business is engaged in one or more lines of
business or operations that are similar or complimentary to one or more line or lines of business or operations conducted by the Loan Parties or any of their respective Subsidiaries and complies with Section 8.2.9 [Continuation of or Change in
Business. 
 5. The Acquiring Company will not consummate the Acquisition unless the board of directors or other equivalent governing body
of the Seller has approved of the Acquisition. 
  

	1	To be delivered in connection with any Permitted Acquisition which provides for Consideration in excess of $50,000,000.00. 








 6. After giving effect to the proposed Permitted Acquisition, the Borrower shall be in compliance
with Sections 8.2.14 [Maximum Consolidated Leverage Ratio] and 8.2.15 [Minimum Consolidated Interest Coverage Ratio] of the Credit Agreement, as more fully set forth below: 

(a) Maximum Consolidated Leverage Ratio (Section 8.2.14). The Consolidated Leverage Ratio of the Borrower and its Subsidiaries
is                     , which ratio is not greater than 3.0 to 1.0. Supporting calculations for the Consolidated Leverage Ratio are set forth on
Exhibit A attached hereto and made a part hereof. 
 (b) Minimum Consolidated Interest Coverage Ratio (Section 8.2.15). The
Consolidated Interest Coverage Ratio of the Borrower and its Subsidiaries is                     , which ratio is not less than 4.0 to 1.0.
Supporting calculations for the Consolidated Interest Coverage Ratio are set forth on Exhibit A attached hereto and made a part hereof. 

7. Representations, Warranties and Covenants. After giving effect to the Acquisition, the representations and warranties contained in
Article 6 of the Credit Agreement shall be true and correct in all material respects (in the case of any representation or warranty not containing a materiality modification) on and as of the date of the Acquisition with the same effect as though
such representations and warranties had been made on the date hereof (except representations and warranties which expressly relate solely to an earlier date or time), and the Borrower has performed and complied with all covenants and conditions of
the Credit Agreement. 
 8. Event of Default or Potential Default. No Potential Default or Event of Default shall exist immediately
prior to and after giving effect to such Acquisition. 
 [SIGNATURE PAGE FOLLOWS] 







 [SIGNATURE PAGE—ACQUISITION COMPLIANCE CERTIFICATE] 

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

			
	 BORROWER:

	
	         GENTEX CORPORATION

		
	         By:
	 	 
	         Name:
	 	 
	         Title:
	 	 









 Exhibit A – Supporting calculations for Financial Covenants 

(See attached) 







 EXHIBIT 8.3.3 

FORM OF 
 QUARTERLY
COMPLIANCE CERTIFICATE 
 This certificate is delivered pursuant to Section 8.3.3 of that certain Credit Agreement dated as of
September 27, 2013 (the “Credit Agreement”) by and among Gentex Corporation, a Michigan corporation (the “Borrower”), the Lenders party thereto (the “Lenders”), the Guarantors party thereto
(the “Guarantors”) and PNC Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein
with the same meanings. 
 The undersigned officer,             ,
the            [Chief Executive Officer/President/Chief Financial Officer] of the Borrower, in such capacity, does hereby certify on behalf of the Borrower as of the
quarter/year ended             , 20         (the “Report Date”), as follows: 

(1) Maximum Consolidated Leverage Ratio (Section 8.2.14). As of the Report Date, the Consolidated Leverage Ratio of the Borrower and its
Subsidiaries is            , which ratio is not greater than 3.00 to 1.00. Supporting calculations for the Consolidated Leverage Ratio are set forth on Exhibit A attached hereto and
made a part hereof. 
 (2) Minimum Consolidated Interest Coverage Ratio (Section 8.2.15). As of the Report Date, the Consolidated
Interest Coverage Ratio of the Borrower and its Subsidiaries is            , which ratio is not less than 4.00 to 1.00. Supporting calculations for the Consolidated Interest Coverage Ratio
are set forth on Exhibit A attached hereto and made a part hereof. 
 (3) Event of Default or Potential Default. No Event of
Default or Potential Default exists as of the date hereof. 
 [SIGNATURE PAGE FOLLOWS] 







 [SIGNATURE PAGE—QUARTERLY COMPLIANCE CERTIFICATE] 

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

			
	 BORROWER:

	
	         GENTEX CORPORATION

		
	         By:
	 	 
	         Name:
	 	 
	         Title:
	 	 









 Exhibit A – Supporting calculations for Financial Covenants 

(See attached)