EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT No. 3, dated as of March 11, 2015 (this “Amendment”), to the Credit Agreement dated as of
January 30, 2012, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the
Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by
Amendment No. 1 dated as of February 5, 2013, as further amended by Amendment No. 2 dated as of January 16, 2014 and as further amended, restated, modified and supplemented from time to time, the “Credit
Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein; 

WHEREAS, Section 10.01 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Credit
Agreement and the other Loan Documents for certain purposes including to replace in their entirety the existing revolving commitments under the Credit Agreement; 

WHEREAS, each Lender and each other financial institution listed as a Revolving Credit Lender on Exhibit B hereto has agreed, by its execution
of this Amendment, to continue to be or become a Revolving Credit Lender immediately upon the Amendment No. 3 Effective Date, as the case may be, with a Revolving Credit Commitment in an amount equal to the Revolving Credit Commitment set forth
opposite such Lender or other financial institution’s name on Exhibit B hereto; 
 NOW, THEREFORE, in consideration of the
premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Amendment. The Credit Agreement is, effective as of the Amendment No. 3 Effective Date (as defined below),
hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto and (ii) replace Schedule 1.01A to the Credit Agreement with the
revised Schedule 1.01A attached as Exhibit B hereto. 
 Section 2. Representations and Warranties, No
Default. The Borrower hereby represents and warrants that as of the Amendment No. 3 Effective Date (as defined below), after giving effect to this Amendment, (i) no Default or Event of Default exists and is continuing and
(ii) all representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality
are true and correct (after giving effect to any qualification thereof) in all respects on and as of the date hereof or as of the specifically referenced earlier date, as the case may be). 

  








 Section 3. Effectiveness. This Amendment shall become effective on the date
(such date, the “Amendment No. 3 Effective Date”) that the following conditions have been satisfied: 

(i) Consents. The Administrative Agent shall have received executed signature pages hereto from Lenders constituting
(a) the Required Lenders, (b) each Lender or other financial institution listed on Exhibit B hereto (and, to the extent not a Lender prior to the date hereof, in its capacity as a Revolving Credit Lender from and after the
Amendment No. 3 Effective Date), (c) the Swing Line Lender, (d) each L/C Issuer and (e) each Loan Party; 

(ii) Fees. The Administrative Agent shall have received all fees required to be paid, and all expenses required to be
paid or reimbursed under Section 10.04(a) of the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 3 Effective Date; 

(iii) Legal Opinions. The Administrative Agent shall have received a favorable legal opinion of (i) Simpson
Thacher & Bartlett LLP, counsel to the Loan Parties and (ii) special counsel to the Loan Parties in each of Kansas, Kentucky, Missouri and Texas, in each case, covering such matters as the Administrative Agent may reasonably request
and otherwise reasonably satisfactory to the Administrative Agent; 
 (iv) Officer’s Certificate. The
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Amendment No. 3 Effective Date certifying that (a) all representations and warranties shall be true and correct in all material
respects on and as of the Amendment No. 3 Effective Date (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date
or for the respective period, as the case may be), before and after giving effect to this Amendment, as though made on and as of such date and (b) no Default, shall have occurred and be continuing; 

(v) Closing Certificates. The Administrative Agent shall have received (a) a copy of the certificate or articles of
incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant)
of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (or a certification from each Loan Party (other than the Borrower) that there have been no changes to the certificate or articles of incorporation
or organization, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date) and (b) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date and
certifying (I) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from each Loan
Party (other than the Borrower) that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative 

  
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Agent on the Closing Date), (II) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party
authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in
full force and effect, and (III) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a Responsible
Officer executing the certificate pursuant to clause (b) above; 
 (vi) Termination of Revolving Credit
Commitments. The Administrative Agent shall have received a notice of termination of the existing Revolving Credit Commitments in accordance with Section 2.06(a) of the Credit Agreement and the Administrative Agent shall have received, for
the benefit of each Revolving Credit Lender party to the Credit Agreement immediately prior to the Amendment No. 3 Effective Date, all principal, accrued interest, commitment fees and Letter of Credit fees, with respect to such existing Revolving
Credit Commitments and Revolving Credit Loans thereunder; 
 (vii) IPO Proceeds. An initial public offering of common
stock of the Borrower or its direct or indirect parent company, as the case may be, in an amount not less than $275,000,000 shall have been consummated on or prior to the date that is six months after the date of this Amendment; 

(viii) Lender Fees. The Borrower shall have paid or cause to be paid to the Administrative Agent (a) for the
account of each Lender that has delivered an executed counterpart to this Amendment on or prior to 12:00 noon (New York City time) on Friday March 6, 2015, a consent fee in an amount equal to 0.10% of the principal amount of such Lender’s
Term Loans outstanding at such time and (b) an upfront fee for the account of each Revolving Credit Lender listed on Exhibit B hereto equal to 1.50% of its Revolving Credit Commitment set forth opposite its name on Schedule B hereto; and 

(ix) Real Estate Matters. The Administrative Agent shall have received a completed “Life-of-Loan”
Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable
Loan Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required
under Section 6.07(c) of the Credit Agreement. 
 Immediately upon the Amendment No. 3 Effective Date (x) each Revolving Credit Lender
whose Revolving Credit Commitment is terminated in the manner described in clause (vi) above and is not continuing to be a Revolving Credit Lender immediately after the Amendment No. 3 Effective Date shall cease to be a Revolving Credit Lender
hereunder and, upon receipt by such Revolving Credit Lender of all amounts to be paid as described in such clause (vi), all rights and obligations of such Revolving Credit Lender under the Credit Agreement shall terminate (other than any thereof
that by their terms survive termination or expiration of such Revolving Credit Commitments or pursuant to the terms of the Credit Agreement) and (y) the Lenders and other financial institutions listed on Exhibit B hereto shall be Revolving Credit
Lenders for all purposes of the Credit Agreement from and after the Amendment No. 3 Effective Date with the respective Revolving Credit Commitments set forth opposite their names on Exhibit B hereto. 

Section 4. Post-Closing Covenant. Within 60 days after the Amendment No. 3 Effective Date (or such later date as the
Administrative Agent may agree in its sole discretion), the Loan Parties will take any actions deemed reasonably advisable (including based on the advice of counsel (which may be counsel to a Loan Party)) by the Administrative Agent or Collateral
Agent due to this Amendment to preserve or continue the perfection of liens and security interests granted prior to the date hereof securing the Obligations, including without limitation 

  
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any amendments to real property mortgages, date-down or modification endorsements to the title policies insuring such mortgages (to the extent available in the applicable jurisdictions at
commercially reasonable rates) and/or title searches, and opinions of counsel with respect thereto. 
 Section 5. FATCA
Non-grandfathering. Solely for purposes of determining withholding taxes imposed under FATCA, from and after the Amendment No. 3 Effective Date, the Borrower and the Administrative Agent agree to treat (and the Lenders hereby authorize
the Administrative Agent to treat) any Loan Document, any Term Loan and any Loan made under any Revolving Credit Commitment as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
 Section 1.1471-2(b)(2)(i). 
 Section 6. Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single
instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

Section 7. Applicable Law. 

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK
LAW. 
 Section 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. 

  
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 Section 9. Effect of Amendment. Except as expressly set forth herein, (i) this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Credit Agreement or any other
Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan
Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party
reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from
and after the Amendment No. 3 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such
Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. 

Section 10. WAIVER OF RIGHT TO TRIAL BY JURY. 

THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AMENDMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTER-CLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION HEREOF. 

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

			
	SUMMIT MATERIALS, LLC
		
	By:		 /s/ Anne L. Benedict

			Name: Anne L. Benedict
			Title: Chief Legal Officer and Secretary
	
	SUMMIT MATERIALS INTERMEDIATE HOLDINGS, LLC
		
	By:		 /s/ Michael Brady

			Name: Michael Brady
			Title: Vice President
	
	 AUSTIN MATERIALS, LLC
 CONTINENTAL
CEMENT COMPANY, L.L.C.
 KILGORE COMPANIES, LLC
 RK HALL,
LLC
 SUMMIT MATERIALS CORPORATIONS I, INC.
 SUMMIT MATERIALS
HOLDINGS II, LLC
 ALLEYTON RESOURCE COMPANY, LLC
 ALLEYTON
SERVICES COMPANY, LLC
 SUMMIT MATERIALS INTERNATIONAL, LLC

HINKLE CONTRACTING COMPANY, LLC
 BOURBON LIMESTONE COMPANY

HAMM, INC.
 N.R. HAMM CONTRACTOR, LLC

N.R. HAMM QUARRY, LLC
 CORNEJO & SONS, L.L.C.

CONCRETE SUPPLY OF TOPEKA, INC.
 PENNY’S CONCRETE AND READY
MIX, L.L.C.
 B&B RESOURCES, INC.
 CON-AGG OF MO, L.L.C.

TROY VINES, INCORPORATED
 SCS MATERIALS, LLC

INDUSTRIAL ASPHALT, LLC
 COLORADO COUNTY SAND & GRAVEL CO.,
L.L.C.
 ELAM CONSTRUCTION, INC.
 BUCKHORN MATERIALS,
LLC

		
	By:		 /s/ Anne L. Benedict

			Name: Anne L. Benedict
			Title: Secretary



  
 [Signature Page to
Amendment] 








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

		
	By:		 /s/ Darleen R. Parmelee

			Name:		Darleen R. Parmelee
			Title:		Vice President
	
	BANK OF AMERICA, N.A.,
	 as L/C Issuer, Swingline Lender and a Lender

		
	By:		 /s/ Ryan Epstein

			Name:		Ryan Epstein
			Title:		Director



  
 [Signature Page to
Amendment] 








 [FORM OF LENDER SIGNATURE PAGE; LENDER SIGNATURE PAGES ON FILE WITH THE ADMINISTRATIVE AGENT] 

 

					
	SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG SUMMIT MATERIALS, LLC, THE LENDERS PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT		
		
	  
		,
	as a Lender (type name of legal entity)		
			
	By:		  
		
			Name:		
			Title:		
		
	If a second signature is necessary:		
			
	By:		  
		
			Name:		
			Title:		



  
 [Signature Page to
Amendment] 








 EXHIBIT A  

CONFORMED CONVENIENCE COPY TO
INCORPORATETO AMENDMENT NO. 23

  
  

CREDIT AGREEMENT 
 Dated as of
January 30, 2012, 
 as amended on February 5, 2013 

as further amended on January 16, 2014  

as further amended on March
11, 2015 
 among 

SUMMIT MATERIALS, LLC, 
 as the
Borrower, 
 THE GUARANTORS PARTY HERETO FROM TIME TO TIME, 

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

as L/C Issuer and Swing Line Lender, 

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, 

CITIGROUP GLOBAL MARKETS INC., 
 as
Syndication Agent, 
 and 

BARCLAYS BANK PLC 
 and 

REGIONS BANK, 
 as Co-Documentation
Agents 
  
  

BANK OF AMERICA, N.A., 
 and 

CITIGROUP GLOBAL MARKETS INC., 
 as
Joint Lead Arrangers, 
 and 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

CITIGROUP GLOBAL MARKETS INC., 
 UBS
SECURITIES LLC, 
 BARCLAYS CAPITAL, 

CREDIT SUISSE SECURITIES (USA) LLC 

and 
 DEUTSCHE BANK SECURITIES INC.,

 as Joint Bookrunners 
 BANK OF
AMERICA, N.A., 
 as Sole Lead Arranger for Amendment
No. 1 and Amendment No. 3 

and Sole Bookrunner for
Amendment No. 3 
 and 

BANK OF AMERICA, N.A. 
 and 

CITIGROUP GLOBAL MARKETS INC., 
 as
Joint Bookrunners for Amendment No. 1 
  
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  
	Definitions and Accounting Terms	  
			
	 Section 1.01.
	 	Defined Terms	  	 	1	  
	 Section 1.02.
	 	Other Interpretive Provisions	  	 	4345	  
	 Section 1.03.
	 	Accounting Terms	  	 	4345	  
	 Section 1.04.
	 	Rounding	  	 	4346	  
	 Section 1.05.
	 	References to Agreements, Laws, Etc	  	 	4446	  
	 Section 1.06.
	 	Times of Day	  	 	4446	  
	 Section 1.07.
	 	Timing of Payment of Performance	  	 	4446	  
	 Section 1.08.
	 	Pro Forma Calculations	  	 	4445	  
	 Section 1.09.
	 	Letter of Credit Amounts	  	 	4547	  
	 Section 1.10.
	 	Cumulative Credit Transactions	  	 	4547	  
	
	ARTICLE II	  
	The Commitments and Credit Extensions	  
			
	 Section 2.01.
	 	The Loans	  	 	4648	  
	 Section 2.02.
	 	Borrowings, Conversions and Continuations of Loans	  	 	4647	  
	 Section 2.03.
	 	Letters of Credit	  	 	4749	  
	 Section 2.04.
	 	Swing Line Loans	  	 	5557	  
	 Section 2.05.
	 	Prepayments	  	 	5759	  
	 Section 2.06.
	 	Termination or Reduction of Commitments	  	 	6062	  
	 Section 2.07.
	 	Repayment of Loans	  	 	6162	  
	 Section 2.08.
	 	Interest	  	 	6162	  
	 Section 2.09.
	 	Fees	  	 	6163	  
	 Section 2.10.
	 	Computation of Interest and Fees	  	 	6263	  
	 Section 2.11.
	 	Evidence of Indebtedness	  	 	6264	  
	 Section 2.12.
	 	Payments Generally	  	 	6365	  
	 Section 2.13.
	 	Sharing of Payments	  	 	6466	  
	 Section 2.14.
	 	Incremental Credit Extensions	  	 	6567	  
	 Section 2.15.
	 	Defaulting Lender	  	 	6668	  
	 Section 2.16.
	 	Refinancing Amendments	  	 	6869	  
	 Section 2.17.
	 	Extension of Term Loans; Extension of Revolving Credit Loans	  	 	6870	  
	
	ARTICLE III	  
	Taxes, Increased Costs Protection and Illegality	  
			
	 Section 3.01.
	 	Taxes	  	 	7173	  
	 Section 3.02.
	 	Illegality	  	 	7375	  
	 Section 3.03.
	 	Inability to Determine Rates	  	 	7476	  
	Section 3.04.	 	 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
	  	 	7476	  
	 Section 3.05.
	 	Funding Losses	  	 	7577	  
	 Section 3.06.
	 	Matters Applicable to All Requests for Compensation	  	 	7577	  
	 Section 3.07.
	 	Replacement of Lenders Under Certain Circumstances	  	 	7678	  
	 Section 3.08.
	 	Survival	  	 	7779	  
	
	ARTICLE IV	  
	Conditions Precedent to Credit Extensions	  


  
 i 









							
	 	 	 	  	Page	 
	Section 4.01.	 	All Credit Events After the Closing Date	  	 	7779	  
	Section 4.02.	 	First Credit Event	  	 	7880	  
			
		 	 ARTICLE V

Representations and Warranties
	  			
			
	Section 5.01.	 	Existence, Qualification and Power; Compliance with Laws	  	 	8081	  
	Section 5.02.	 	Authorization; No Contravention	  	 	8082	  
	Section 5.03.	 	Governmental Authorization; Other Consents	  	 	8082	  
	Section 5.04.	 	Binding Effect	  	 	8082	  
	Section 5.05.	 	Financial Statements; No Material Adverse Effect	  	 	8182	  
	Section 5.06.	 	Litigation	  	 	8183	  
	Section 5.07.	 	No Default	  	 	8183	  
	Section 5.08.	 	Ownership of Property; Liens	  	 	8183	  
	Section 5.09.	 	Environmental Matters	  	 	8283	  
	Section 5.10.	 	Taxes	  	 	8284	  
	Section 5.11.	 	ERISA Compliance	  	 	8284	  
	Section 5.12.	 	Subsidiaries; Equity Interests	  	 	8384	  
	Section 5.13.	 	Margin Regulations; Investment Company Act	  	 	8385	  
	Section 5.14.	 	Disclosure	  	 	8385	  
	Section 5.15.	 	Labor Matters	  	 	8385	  
	Section 5.16.	 	Intellectual Property; Licenses, Etc	  	 	8385	  
	Section 5.17.	 	Solvency	  	 	8486	  
	Section 5.18.	 	Security Documents	  	 	8486	  
	Section 5.19.	 	Senior Debt	  	 	8586	  
	
	 ARTICLE VI

Affirmative Covenants
	   
   

			
	Section 6.01.	 	Financial Statements	  	 	8587	  
	Section 6.02.	 	Certificates; Other Information	  	 	8789	  
	Section 6.03.	 	Notices	  	 	8890	  
	Section 6.04.	 	Payment of Obligations	  	 	8890	  
	Section 6.05.	 	Preservation of Existence, Etc	  	 	8890	  
	Section 6.06.	 	Maintenance of Properties	  	 	8991	  
	Section 6.07.	 	Maintenance of Insurance	  	 	8991	  
	Section 6.08.	 	Compliance with Laws	  	 	8991	  
	Section 6.09.	 	Books and Records	  	 	8991	  
	Section 6.10.	 	Inspection Rights	  	 	8992	  
	Section 6.11.	 	Additional Collateral; Additional Guarantors	  	 	9092	  
	Section 6.12.	 	Compliance with Environmental Laws	  	 	9193	  
	Section 6.13.	 	Further Assurances and Post-Closing Conditions	  	 	9294	  
	Section 6.14.	 	Maintenance of Ratings	  	 	9295	  
	
	 ARTICLE VII

Negative Covenants
	   
   

			
	Section 7.01.	 	Liens	  	 	9395	  
	Section 7.02.	 	Investments	  	 	9698	  
	Section 7.03.	 	Indebtedness	  	 	98100	  
	Section 7.04.	 	Fundamental Changes	  	 	100102	  
	Section 7.05.	 	Dispositions	  	 	101103	  
	Section 7.06.	 	Restricted Payments	  	 	103105	  
	Section 7.07.	 	Change in Nature of Business	  	 	106108	  
	Section 7.08.	 	Transactions with Affiliates	  	 	106108	  


  
 ii 









							
	 		 		Page	 
	 Section 7.09.
		Burdensome Agreements		 	106109	  
	 Section 7.10.
		Use of Proceeds		 	107109	  
	 Section 7.11.
		Financial Covenants		 	107110	  
	 Section 7.12.
		Accounting Changes		 	108110	  
	 Section 7.13.
		Prepayments, Etc. of Indebtedness		 	108110	  
	 Section 7.14.
		Permitted Activities		 	108111	  
	
	ARTICLE VIII	  
	Events of Default and Remedies	  
			
	 Section 8.01.
		Events of Default		 	109111	  
	 Section 8.02.
		Remedies upon Event of Default		 	111113	  
	 Section 8.03.
		Exclusion of Immaterial Subsidiaries		 	111113	  
	 Section 8.04.
		Application of Funds		 	111113	  
	 Section 8.05.
		Borrower’s Right to Cure		 	112114	  
	
	 ARTICLE IX

Administrative Agent and Other Agents
	   
   

			
	 Section 9.01.
		Appointment and Authorization of Agents		 	113115	  
	 Section 9.02.
		Delegation of Duties		 	114116	  
	 Section 9.03.
		Liability of Agents		 	114116	  
	 Section 9.04.
		Reliance by Agents		 	114116	  
	 Section 9.05.
		Notice of Default		 	115117	  
	 Section 9.06.
		Credit Decision; Disclosure of Information by Agents		 	115117	  
	 Section 9.07.
		Indemnification of Agents		 	115117	  
	 Section 9.08.
		Agents in Their Individual Capacities		 	116118	  
	 Section 9.09.
		Successor Agents		 	116118	  
	 Section 9.10.
		Administrative Agent May File Proofs of Claim		 	117119	  
	 Section 9.11.
		Collateral and Guaranty Matters		 	117119	  
	 Section 9.12.
		Other Agents; Arrangers and Managers		 	118120	  
	 Section 9.13.
		Appointment of Supplemental Agents		 	119121	  
	 Section 9.14.
		Withholding Tax Indemnity		 	119121	  
	
	 ARTICLE X

Miscellaneous
	   
   

			
	 Section 10.01.
		Amendments, Etc		 	120122	  
	 Section 10.02.
		Notices and Other Communications; Facsimile Copies		 	122124	  
	 Section 10.03.
		No Waiver; Cumulative Remedies		 	123125	  
	 Section 10.04.
		Attorney Costs and Expenses		 	124126	  
	 Section 10.05.
		Indemnification by the Borrower		 	124126	  
	 Section 10.06.
		Payments Set Aside		 	125127	  
	 Section 10.07.
		Successors and Assigns		 	125127	  
	 Section 10.08.
		Confidentiality		 	131133	  
	 Section 10.09.
		Setoff		 	131133	  
	 Section 10.10.
		Interest Rate Limitation		 	132134	  
	 Section 10.11.
		Counterparts		 	132134	  
	 Section 10.12.
		Integration; Termination		 	132134	  
	 Section 10.13.
		Survival of Representations and Warranties		 	132134	  
	 Section 10.14.
		Severability		 	133135	  
	 Section 10.15.
		GOVERNING LAW		 	133135	  
	 Section 10.16.
		WAIVER OF RIGHT TO TRIAL BY JURY		 	133135	  
	 Section 10.17.
		Binding Effect		 	133135	  
	 Section 10.18.
		USA Patriot Act		 	134136	  
	 Section 10.19.
		No Advisory or Fiduciary Responsibility		 	134136	  
	 Section 10.20.
		Electronic Execution of Assignments and Certain Other Documents		 	136	  


  
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	 	 	 	  	Page	 
	
	 ARTICLE XI

Guarantee
	   
   

			
	Section 11.01.	 	The Guarantee	  	 	134137	  
	Section 11.02.	 	Obligations Unconditional	  	 	135137	  
	Section 11.03.	 	Reinstatement	  	 	136138	  
	Section 11.04.	 	Subrogation; Subordination	  	 	136138	  
	Section 11.05.	 	Remedies	  	 	136138	  
	Section 11.06.	 	Instrument for the Payment of Money	  	 	136139	  
	Section 11.07.	 	Continuing Guarantee	  	 	136139	  
	Section 11.08.	 	General Limitation on Guarantee Obligations	  	 	136139	  
	Section 11.09.	 	Release of Guarantors	  	 	137139	  
	Section 11.10.	 	Right of Contribution	  	 	137139	  


 

			
	 SCHEDULES

		
	 1.01A
	  	Commitments
	 1.01B
	  	Existing Letters of Credit
	 4.02(c)
	  	Local Counsel Opinions
	 5.05
	  	Certain Liabilities
	 5.08
	  	Ownership of Property
	 5.09(a)
	  	Environmental Matters
	 5.12
	  	Subsidiaries and Other Equity Investments
	 7.01(b)
	  	Existing Liens
	 7.02(f)
	  	Existing Investments
	 7.03(b)
	  	Existing Indebtedness
	 7.05(k)
	  	Dispositions
	 7.08
	  	Transactions with Affiliates
	 7.09
	  	Certain Contractual Obligations
	 10.02
	  	Administrative Agent’s Office, Certain Addresses for Notices
	
	 EXHIBITS 

	
	 Form of

		
	 A 
	  	 Committed Loan Notice

	 B
	  	Swing Line Loan Notice
	 C-1
	  	Term Note
	 C-2
	  	Revolving Credit Note
	 C-3
	  	Swing Line Note
	 D
	  	Compliance Certificate
	 E
	  	Assignment and Assumption
	 F
	  	Security Agreement
	 G
	  	Intercompany Note
	 H
	  	Holdings Pledge Agreement
	 I
	  	United States Tax Compliance Certificates
	 J
	  	Mortgage
	 K
	  	First Lien Intercreditor Agreement
	 L
	  	Affiliated Lender Assignment and Assumption
	 M
	  	Affiliated Lender Notice


  
 iv 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of January 30, 2012, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the
“Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, Citigroup Global Markets Inc., as Syndication Agent, and BARCLAYS BANK PLC and REGIONS BANK, as Co-Documentation Agents. 

PRELIMINARY STATEMENTS 

The Borrower, Holdings, certain of the Lenders and Citibank, N.A., as administrative agent for such lenders, are parties to the Existing
Credit Agreement pursuant to which certain term loan, revolving credit and letter of credit facilities have been made available to the Borrower. 

The proceeds of the term loan borrowings hereunder together with the proceeds of the Senior Notes (as defined below) will be used (i) to
repay in full the term loans of Summit Materials Companies I, LLC under the Existing Credit Agreement, (ii) to repay and terminate the revolving credit loans and commitments under the Existing Credit Agreement, as the case may be, and
(iii) to repay the existing Indebtedness of Continental Cement Company, L.L.C., in each such case, simultaneously herewith. 
 In
furtherance of the foregoing, the Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Original Term Loans in an initial aggregate amount of $400,000,000 and (ii) Revolving Credit Commitments in an
initial aggregate amount of $150,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. 

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I 

Definitions and Accounting Terms 

Section 1.01. Defined Terms. 

As used in this Agreement (including in the preliminary statements hereto), the following terms shall have the meanings set forth below: 

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

“Additional Refinancing Lender” means, at any time, any bank, financial institution or other institutional lender or investor
(other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with
Section 2.16, provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld or delayed, to the extent such consent would be required
for an assignment to such Person pursuant to Section 10.07. 
 “Additional Term B Commitment” means, with respect to
the Additional Term B Lender, its commitment to make a Term B Loan on the Amendment No. 1 Effective Date in an amount equal to $422,000,000 minus the aggregate principal amount of the Converted Term B Loans of all Lenders. 

“Additional Term B Joinder Agreement” means the joinder agreement, dated the Amendment No. 1 Effective Date, by and
among the Borrower, the Administrative Agent and the Additional Term B Lender. 
 “Additional Term B Lender” means the
Person identified as such in the Additional Term B Joinder Agreement. 

  








 “Administrative Agent” means Bank of America, in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent. 
 “Administrative Agent’s Office” means
the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 

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

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Affiliated Lender” means, at any time, any Lender that is the Sponsor (including portfolio companies of the Sponsor) (other
than Holdings, the Borrower or any of its Subsidiaries and other than any Debt Fund Affiliate) or a Non-Debt Fund Affiliate of the Sponsor at such time. 

“Affiliated Lender Cap” has the meaning set forth in Section 10.07(k)(iv). 

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates. 
 “Agents” means, collectively, the Administrative Agent, the
Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Supplemental Agents (if any), the Arrangers, the Joint Bookrunners, the Amendment No. 1 Arranger
and, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger and the
Amendment No. 3 Bookrunner. 
 “Aggregate Commitments”
means the Commitments of all the Lenders. 
 “Agreement” means this Credit Agreement, as amended by Amendment No. 1
and as the same may be further amended, supplemented or otherwise modified from time to time. 
 “Amendment No. 1”
means Amendment No. 1 to this Agreement, dated as of February 5, 2013, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto. 

“Amendment No. 1 Arranger” means Bank of America, N.A. in its capacity as Sole Lead Arranger for Amendment No. 1.

 “Amendment No. 1 Consenting Lender” means each Lender that provided the Administrative Agent with a counterpart to
Amendment No. 1 executed by such Lender. 
 “Amendment No. 1 Effective Date” means February 5, 2013. 

“Amendment No. 1 Joint Bookrunners” means Bank of America, N.A. and Citigroup Global Markets Inc. in their capacities as
Joint Bookrunners for Amendment No. 1. 
 “Amendment No. 2 Effective Date” means January 16, 2014. 

“Amendment
No. 3” means Amendment No. 3 to this Agreement, dated as of March 11, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto. 

  
 -2- 









“Amendment No. 3
Arranger” means Bank of America, N.A. in its capacity as Sole Lead Arranger for Amendment No. 3. 

“Amendment
No. 3 Bookrunner” means Bank of America, N.A., in its capacity as Sole Bookrunner for Amendment No. 3. 

“Amendment
No. 3 Effective Date” means the first date on which the conditions set forth in Section 3 of Amendment No. 3 have been satisfied. 

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Consolidated First Lien Net Leverage Ratio as of
the last day of the applicable Excess Cash Flow Period is greater than 2.50:1.00, (b) 25% if the Consolidated First Lien Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than 1.75:1.00 and less than or
equal to 2.50 to 1.00 and (c) 0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.75:1.00. 

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

(a) with respect to Term B Loans, (i) for Eurocurrency Rate Loans, 3.75% and (ii) for Base Rate Loans, 2.75%. 

(b) with respect to Revolving Credit Loans, commitment fees on the unused Revolving Credit Commitments and Letter of Credit
fees, (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate
Loans and Letter of Credit fees, 4.50%, (B) for Base Rate Loans, 3.50% and (C) for commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon
the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 

 

																	
	 Applicable Rate
	 
	 Pricing

Level
	  	Consolidated First
Lien Net Leverage
Ratio	 	  	Eurocurrency Rate
and Letter of Credit Fees	 	 	Base Rate	 	 	Commitment Fee
Rate	 
	 1
	  	 	>2.50:1	  	  	 	4.503.50	% 	 	 	3.502.50	% 	 	 	0.50	% 
	 2
	  	 	£2.50:1	  	  	 	4.253.25	% 	 	 	3.252.25	% 	 	 	0.50	% 

 ; provided that from and after the Tranche A
Revolving Credit Commitment Effective Date, the Applicable Rate for Loans and Letter of Credit fees with respect to the Tranche A Revolving Credit Commitments shall be reduced by 100 basis points from the Applicable Rate otherwise determined
above. 
 Any increase or decrease in the Applicable Rate
resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that
at the option of the Administrative Agent or the Required Lenders, “Pricing Level 1” (immediately above) shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered
but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and
(y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and
thereafter the pricing level otherwise determined in accordance with this definition shall apply). 
 In the event that any financial
statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered or within 91 days after
the date on which all Loans have been repaid and all Commitments have been terminated, and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate
applied for such Applicable Period, then (i) the 

  
 -3- 








 
Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period,
(ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly
upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative
Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and
accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default
Rate), at any time prior to the date that is five (5) Business Days following such demand. 
 “Appropriate Lender”
means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the
Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents.” 

“Approved Fund” means any Fund that is administered, advised or managed by a Lender or an Affiliate of the entity that
administers, advises or manages any Fund that is a Lender. 
 “Arrangers” means Bank of America, N.A. and Citigroup Global
Markets Inc. 
 “Assignees” has the meaning set forth in Section 10.07(b). 

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E hereto or
such other form as may be approved by the Administrative Agent. 

“Assumed Tax
Rate” means the highest effective marginal combined rate of U.S. federal, state and local income taxes (including, without limitation, taxes imposed under Sections 1401 or 1411 of the Code) for a taxable year prescribed for an individual or
corporate resident in New York, New York (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes); provided, however, that for any taxable period beginning after the Trigger Date, the “Assumed
Tax Rate” means the highest effective marginal combined rate of U.S. federal, state and local income taxes for a taxable year prescribed for a corporate resident in New York, New York (taking into account the deductibility of state and local
income taxes for U.S. federal income tax purposes). 
 “Attorney
Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel. 

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 
 “Audited Financial
Statements” means the audited consolidated balance sheets and the related audited consolidated statements of operations and of cash flows for the Borrower and its Subsidiaries for the fiscal year ended December 31, 2010. 

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii). 

“Bank of America” means Bank of America, N.A., a national banking association, acting in its individual capacity, and its
successors and assigns. 
 “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus  1⁄2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of 

  
 -4- 








 
America as its “prime rate” and (c) the Eurocurrency Rate plus 1.00%; provided that in no event shall the Base Rate be less than 2.25% per annum with respect to the
Term B Loans. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

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

“Blackstone Limited
Partner” means the entities listed on the signature pages of the Partnership Agreement under the heading Blackstone Limited Partners and their respective successors and assigns.

 “Borrower” has the meaning set forth in the preamble hereto. 

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

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

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of the state of New York or, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any Eurocurrency Rate Loan, means any such day on which dealings in deposits are
conducted by and between banks in the London interbank eurodollar market. 
 “Capital Expenditures” means, for any period,
the aggregate, without duplication, of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions
during such period to property, plant or equipment and other deferred charges included in Capital Expenditures reflected in the consolidated balance sheet of the Borrower and its Subsidiaries, (b) the value of all assets under Capitalized
Leases incurred by the Borrower and its Subsidiaries during such period (other than as a result of purchase accounting) and (c) Capitalized Software Expenditures; provided that the term “Capital Expenditures” shall not include
(i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or
repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment
solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to
the extent financed with the proceeds of Dispositions outside the ordinary course of business that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital
expenditures by the Borrower or any Subsidiary and that actually are paid for by a Person other than the Borrower or any Subsidiary and for which neither the Borrower nor any Subsidiary has provided or is required to provide or incur, directly or
indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) expenditures that constitute any part of expenses of any Capitalized Lease, (vi) expenditures that constitute
Permitted Acquisitions, (vii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and the Subsidiaries or (viii) any non-cash compensation or other
non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and its Subsidiaries. 

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized
leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the notes thereto) in accordance with GAAP;
provided that for purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat leases in a manner consistent with its current treatment under generally accepted accounting principles as of the Closing
Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. 

  
 -5- 








 “Capitalized Software Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or
are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and its Subsidiaries. 
 “Cash
Collateral” has the meaning set forth in Section 2.03(g). 
 “Cash Collateral Account” means a blocked
account at Bank of America (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner
satisfactory to the Administrative Agent. 
 “Cash Collateralize” has the meaning set forth in Section 2.03(g). 

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Subsidiary:

 (a) Dollars; 

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or
instrumentality of the United States having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; 

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking
Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve
System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clause (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 24 months from the
date of acquisition thereof; 
 (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the
parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-2 (or the equivalent
thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof; 

(e) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or
S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower); 

(f) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized
securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which such Person shall
have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; 

(g) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s
(or the equivalent thereof); 

  
 -6- 








 (h) Investments (other than in structured investment vehicles and structured
financing transactions) with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 

(i) euros or any other foreign currency comparable in credit quality and tenor to those referred to above and instruments
equivalent to those referred to in clauses (a) through (h) above denominated in euros or any other foreign currency comparable in credit quality and tenor to those referred to above, in each case, customarily used by corporations for cash
management purposes in any jurisdiction outside the United States in the ordinary course of business of the Borrower and its Subsidiaries; 

(j) Investments, classified in accordance with GAAP as current assets of the Borrower or any Subsidiary, in money market
investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that
substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (h) of this definition; and 

(k) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and
maturity) described in clauses (a) through (j) above. 
 “Cash Management Obligations” means obligations owed by
the Borrower or any Subsidiary to any Lender or any Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender at the time such arrangement was entered into) (a “Cash Management Bank”) in respect of any overdraft
and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds. 

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Subsidiary of any insurance proceeds
or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. 

“Change of Control” shall be deemed to occur if: 

(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the
meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of Holdings; 
 (b) at any time after a Qualified IPO, (i) any person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Investors or any “group” including any Permitted Holders (provided that, in the case of any such
“group,” the Permitted Holders hold a majority of all voting interest in Holdings’ Equity Interests held by all members of such “group”), shall have acquired beneficial ownership of 35% or more on a fully diluted basis of
the voting interest in Holdings’ Equity Interests and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests or
(ii) during each period of twelve consecutive months, the board of directors of Holdings shall not consist of a majority of the Continuing Directors; 

(c) a “change of control” (or similar event) shall occur under the Senior Notes, the Senior Unsecured Notes or any
Junior Financing, in each case, with an aggregate principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing with an aggregate principal amount in excess of the Threshold Amount;
or 
 (d) Holdings shall cease to own 100% of the Equity Interests of the Borrower. 

  
 -7- 








 “Class” (a) when used with respect to any Lender, refers to whether such
Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Revolving Credit Commitments of
a given Extension Series, Revolving Commitment Increases, Other Revolving Credit Commitments, Term Commitments, Other Term Loan Commitments or Refinancing Term Commitments of a given Refinancing Series and (c) when used with respect to Loans or
a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Revolving Credit Loans under Extended Revolving Credit Commitments of a given Extension Series, Revolving Credit Loans under Other
Revolving Credit Commitments, Original Term Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Refinancing Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series. Revolving Credit Commitments, Other
Term Loan Commitments, Other Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in
different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class. 

“Closing Date” means the first date on which all the conditions precedent in Section 4.02 are satisfied or waived in
accordance with Section 4.02. 
 “Co-Documentation Agents” means Barclays Bank PLC and Regions Bank, as
co-documentation agents under this Agreement. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time
to time. 
 “Collateral” means the “Collateral” as defined in the Security Agreement and all the
“Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document, including, without limitation, the Mortgaged Property.

 “Collateral Agent” means Bank of America, in its capacity as collateral agent or pledgee in its own name under any of
the Loan Documents, or any successor collateral agent. 
 “Collateral and Guarantee Requirement” means, at any time, the
requirement that: 
 (a) the Administrative Agent shall have received each Collateral Document to the extent required to be
delivered on the Closing Date pursuant to Section 4.02(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party party thereto; 

(b) the Obligations shall have been secured by a first-priority security interest in (i) all the Equity Interests of the
Borrower and (ii) all Equity Interests of each Subsidiary of the Borrower that is not an Excluded Subsidiary directly owned by any Loan Party, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the
Collateral Documents (to the extent appropriate in the applicable jurisdiction); provided that notwithstanding anything to the contrary herein, the security interest in the Equity Interests of Continental Cement Company, L.L.C. shall be
limited to the units owned by Summit Materials Holdings II, LLC; 
 (c) the Obligations shall have been secured by a
perfected security interest in, and Mortgages on, substantially all tangible and intangible assets of the Borrower and each Subsidiary Guarantor (including Equity Interests and intercompany debt, accounts, inventory, equipment, investment property,
contract rights, intellectual property in the United States, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the
Collateral Documents (to the extent appropriate in the applicable jurisdiction); 
 (d) subject to limitations and exceptions
of this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in the proviso of Section 4.02(e)) and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property
is required pursuant to clause (c) above or Section 6.11 or 6.13 (each, a “Mortgaged Property”), the Administrative 

  
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Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property in form suitable for filing
or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected first-priority Lien (subject only to Liens described in clause
(ii) below) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair
market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) fully paid policies of title insurance (or marked-up title insurance
commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns (the “Mortgage
Policies”) issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent in form and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair
market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first-priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 and
other Liens reasonably acceptable to the Administrative Agent, each of which shall (A) to the extent reasonably necessary, include such reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably
acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the
insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements (or where such endorsements are not available after the applicable Loan Party has used commercially reasonable efforts to obtain the same,
opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar,
zoning, contiguity, revolving credit, doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions;
provided, however, that the applicable Loan Party shall not be obligated to obtain a “creditor’s rights” endorsement); provided, further, that the Borrower shall use commercially reasonable efforts
(provided such commercially reasonable efforts shall not require Borrower to incur any material additional costs or liabilities) to cause the title company to (A) remove any survey exceptions from the Mortgage Policies and (B) deliver such
endorsements to the Mortgage Policies as would typically require the delivery of a survey (including, without limitation, access to public road, access via easement, location, contiguity, address, and encroachment endorsements) notwithstanding that
no surveys have been delivered with respect to such Mortgaged Properties, (iii) legal opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent and the
Collateral Agent as to such matters as the Administrative Agent and the Collateral Agent may reasonably request, and (iv) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect
to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, duly executed and acknowledged by the appropriate Loan Parties together with evidence of flood insurance as and to the extent required
under Section 6.07(c) hereof; and 
 (e) after the Closing Date, each Subsidiary of the Borrower that is not an Excluded
Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 and a party to the applicable Collateral Documents in accordance with Section 6.11. 

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary: 

(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of
pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) (x) any fee owned real property other than Material Real Properties or (y) any leasehold rights or
interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) motor vehicles and other assets subject to certificates of title, letters of credit with a face


  
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value of less than $5,000,000 and commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $5,000,000 except to the extent that perfection may be
achieved by the filing of financing statements, (iii) any particular asset, if the pledge thereof or the security interest therein is prohibited by Law other than to the extent such prohibition is expressly deemed ineffective under the Uniform
Commercial Code or other applicable Law notwithstanding such prohibition, (iv) Margin Stock and, solely to the extent prohibited by the Organization Documents or any shareholders agreement with shareholders that are Excluded Subsidiaries of the
Borrower, Equity Interests in any Person other than Subsidiaries of the Borrower that are not Excluded Subsidiaries, (v) any rights of any Loan Party with respect to any lease, license or other agreement to the extent a grant of security
interest therein is prohibited by such lease, license or other agreement, would result in an invalidation thereof or would create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect to the
applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws or principle of equity notwithstanding such prohibition, (vi) the creation or perfection of pledges of, or security interests in, any property or
assets that would result in material adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld or delayed)
(it being understood that the Lenders shall not require the Borrower or any of its Subsidiaries to enter into any security agreements or pledge agreements governed under foreign law), (vii) intellectual property to the extent a security
interest is not perfected by filing of a UCC financing statement or in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office (it being understood that such assets are intended to constitute
Collateral, though perfection beyond UCC, USPTO and U.S. Copyright Office filings is not required) and (viii) any particular assets if, in the reasonable determination of the Administrative Agent evidenced in writing, determined in consultation
with the Borrower, the burden or cost of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents; 

(B) (i) the foregoing definition shall not require control agreements and perfection by “control” with respect to any
Collateral (including deposit accounts, securities accounts, etc.) other than certificated Equity Interests of (x) the Borrower, (y) to the extent constituting Collateral, its Subsidiaries that are Domestic Subsidiaries and (z) other
Subsidiaries to the extent permitted by the terms of such Subsidiaries’ organizational or joint venture documents; (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order
to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S.
jurisdiction); and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to the Borrower or a Guarantor, or, with respect to real property
and the recordation of Mortgages in respect thereof, as contemplated by clauses (c) and (d) above, the Loan Documents shall not contain any requirements as to perfection or priority with respect to any assets or property a security
interest in which can be perfected by control described in this clause (B); 
 (C) the Administrative Agent in its discretion
may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any
other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking
other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;
provided that the Collateral Agent shall have received on or prior to the Closing Date, (i) UCC financing statements in appropriate form for filing under the UCC in the jurisdiction of incorporation or organization of each Loan Party,
and (ii) any certificates or instruments representing or evidencing Equity Interests of the Borrower and any Subsidiary Guarantors accompanied by instruments of transfer and stock powers undated and endorsed in blank; and 

(D) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to
exceptions and limitations set forth in this Agreement and the Collateral Documents. 

  
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 “Collateral Documents” means, collectively, the Security Agreement, the Holdings
Pledge Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent or the Collateral Agent pursuant to
Section 4.02, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties. 

“Commitment” means a Revolving Credit Commitment, Extended Revolving Credit Commitment of a given Extension Series, Other
Revolving Credit Commitment, Additional Term B Commitment, Term Commitment, Other Term Loan Commitment, Refinancing Term Commitment of a given Refinancing Series or Extended Term Loan of a given Extension Series, as the context may require. 

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or
(c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A hereto
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Company” means the Borrower, together with its successors and assigns. 

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

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

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

(a) without duplication and, except with respect to clauses (viii) and (xi) below, to the extent deducted (and not
added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Borrower and its Subsidiaries: 

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in
computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit
or bankers’ acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in mark-to-market valuation of Swap Contracts or other derivative instruments pursuant to GAAP), (d) the
interest component of Capitalized Leases, (e) net payments, if any, pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and
(g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging
interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed), 

(ii) provision for taxes based on income, profits or capital gains of the Borrower and its Subsidiaries, including, without
limitation, federal, state and local income, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations, 

(iii) depletion, depreciation and amortization (including amortization of intangible assets, including Capitalized Software
Expenditures), 
 (iv) (A) severance, relocation costs and expenses, Original Transaction Expenses, integration costs,
transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in 

  
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connection with acquisitions and non-recurring product and intellectual property development after the Original Closing Date, other business optimization expenses (including costs and expenses
relating to business optimization programs and new systems design and implementation costs), project start-up costs and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Original
Closing Date and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges) in an aggregate amount of all items added pursuant to this clause (iv)(A) for any Test Period (other than Original
Transaction Expenses incurred, accrued or paid no later than the end of the first full fiscal quarter ending after the Original Closing Date) not to exceed, with respect to transactions (other than the Original Transactions), when added to the
amount of add backs made pursuant to clause (viii) below and pursuant to Section 1.08(c), 25% of Consolidated EBITDA (prior to giving effect to this clause (iv)(A) or clause (viii) below or Section 1.08(c) for such Test Period),
(B) without duplication of amounts under subclause (A) of this clause (iv) or clause (viii) below, the amount of any losses, costs or costs inefficiencies related to plant disruptions or shutdowns to the extent such losses, costs
and/or costs inefficiencies do not exceed $5,000,000 in any period of four consecutive fiscal quarters and (C) without duplication of amounts under clause (iii) above, the portion of any earn-out, non-compete payments relating to such
period or other contingent purchase price obligations and adjustments thereof and purchase price adjustments to the extent such payment is permitted to be paid pursuant to this Agreement and is deducted from net income under GAAP; 

(v) the amount of net income (loss) attributable to minority interests or non-controlling interests of third parties in any
non-wholly owned Subsidiary, 
 (vi) the amount of management, monitoring, consulting and advisory fees and related expenses
and indemnities paid or accrued to the Investors or their Affiliates (or management companies) under the Investor Management Agreement (for avoidance of doubt, no termination fee paid under the Investor Management Agreement may be included in this
clause (vi)), 
 (vii) any costs or expenses incurred pursuant to any individual equity grant or award, management equity
plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the
Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests), 

(viii) the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be
realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) during such period, including in connection with any Specified Transaction (calculated on a
Pro Forma Basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of
such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative
Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable in the
good faith judgment of the Borrower, (y) such actions are to be taken within 18 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost
savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (viii) to the extent duplicative of any expenses or charges otherwise added to Consolidated
EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions added pursuant to this clause (viii) for any Test Period, when added to the
aggregate amount of add backs made pursuant to clause (iv)(A) above and pursuant to Section 1.08(c) does not exceed 25% of Consolidated EBITDA (prior to giving effect to this clause (viii), clause (iv)(A) above or Section 1.08(c) for such
Test Period and 

  
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(D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (viii) to the extent occurring more than four full fiscal
quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies, 

(ix) any net loss from disposed, abandoned or discontinued operations, 

(x) accretion of asset retirement obligations in accordance with Accounting Standards Codification, section 410, accounting for
asset retirement obligations, 
 (xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) 

not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such
income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back, 

(xii) non-cash expenses, charges and losses (including reserves, impairment charges or asset write-offs, losses from
investments recorded using the equity method, stock-based awards compensation expense), in each case other than (A) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period and
(B) any non-cash charge relating to write-offs, write-downs or reserves with respect to accounts receivable or inventory; provided that if any non-cash charges referred to in this clause (xii) represent an accrual or reserve for
potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, 

(xiii) the amount of loss on the sale of receivables and related assets as part of a receivables financing, 

less (b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding
any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), (ii) any net gain from disposed, abandoned or discontinued operations and
(iii) the amount of any minority interest income consisting of Subsidiary losses attributable to minority interests or non-controlling interests of third parties in any non-wholly owned Subsidiary; provided that, for the avoidance of
doubt, any gain representing the reversal of any non-cash charge referred to in clause (a)(xii)(B) above for a prior period shall be added (together with, without duplication, any amounts received in respect thereof to the extent not increasing
Consolidated Net Income) to Consolidated EBITDA in any subsequent period to such extent so reversed (or received); 
 provided that: 

(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA
(x) currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany
indebtedness) and (y) gains or losses on Swap Contracts, 
 (B) to the extent included in Consolidated Net Income, there
shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Accounting Standards Codification, section 815 and International Accounting Standard No. 39 and their respective related
pronouncements and interpretations, 
 (C) to the extent included in Consolidated Net Income, there shall be excluded in
determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments, and 

  
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 (D) there shall be excluded in determining Consolidated EBITDA for any period any
after-tax effect of non-recurring items (including gains or losses and all fees and expenses relating thereto) relating to curtailments or modifications to pension and post-retirement employee benefit plans for such period. 

Notwithstanding anything to the contrary contained herein but subject to pro forma adjustments for events occurring following the Closing Date (and pursuant to
the next succeeding sentence), for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended December 31, 2010, March 31, 2011, June 30, 2011 and
September 30, 2011, Consolidated EBITDA for such fiscal quarters shall be $37,046,000, $(10,802,000), $40,531,000 and $66,381,000, respectively, or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be
calculated on a Pro Forma Basis to give effect to the Original Transactions. For the period of four fiscal quarters ended on September 30, 2011, the amount of adjustments pursuant to clause (viii) above and Section 1.08, net of the
amount of actual benefits realized in such period from such actions, was $11,198,000. 
 “Consolidated First Lien Net Debt”
means, as of any date of determination, any Indebtedness described in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any
Subsidiary but excluding any such Indebtedness in which the applicable Liens are expressly subordinated or junior to the Liens securing the Obligations minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each
case, that is held by the Borrower and its Subsidiaries as of such date, free and clear of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p),
Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), 7.01(ee) and 7.01(ff)); provided that Consolidated First Lien Net Debt shall not include Indebtedness in respect of letters of credit (including Letters of Credit),
except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated First Lien Net Debt until 3 Business Days after such amount is drawn; it
being understood, for the avoidance of doubt, that obligations under Swap Contracts entered into for non-speculative purposes, deferred consideration, earn-out payments and non-compete payments do not constitute Consolidated First Lien Net Debt.

 “Consolidated First Lien Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated
First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Consolidated
Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net cash costs under Swap Contracts, and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued
in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities and any prepayment premium or penalty during such
period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Accounting Standards Codification, section 815, (d) any cash
costs associated with breakage in respect of hedging agreements for interest rates, (e) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing
fees, all as calculated on a consolidated basis in accordance with GAAP, (f) fees and expenses associated with the consummation of the Original Transactions, (g) annual agency fees paid to the Administrative Agent and/or Collateral Agent,
and (h) costs associated with obtaining Swap Contracts. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the
Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which
is the number of days from the Closing Date through the date of determination and (ii) shall exclude the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income.” 

  
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 “Consolidated Net Income” means, for any period, the net income (loss) of the
Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided, however, that, without duplication, 

(a) any after-tax effect of extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses
relating thereto) for such period shall be excluded, 
 (b) the cumulative effect of a change in accounting principles during
such period to the extent included in Consolidated Net Income shall be excluded, 
 (c) any fees and expenses incurred during
such period (including, without limitation, any premiums, make whole or penalty payments), or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of
equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed) and
any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt the effects of expensing all transaction related expenses in
accordance with Financial Accounting Standards No. 141(R) and gains or losses associated with FASB Interpretation No. 45) shall be excluded, 

(d) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to
be established or adjusted as a result of the Original Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall be excluded, 

(e) any net after-tax gains or losses on disposal of abandoned, disposed or discontinued operations shall be excluded, 

(f) any net after-tax effect of gains or losses (less all fees, expenses and charges) attributable to asset dispositions or
abandonments or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded, 

(g) the amount of proportionate Consolidated EBITDA above the net income (loss) for such period of any Person that is not a
Subsidiary of the Borrower and that is accounted for by the equity method of accounting, shall be included, 
 (h) any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or
regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, 

(i) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock
appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the
Borrower or any of its direct or indirect parents in connection with the Original Transactions, shall be excluded, 
 (j) any
expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this
Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed
within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded, 

  
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 (k) to the extent covered by insurance and actually reimbursed, or, so long as
the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination
(with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be
excluded, 
 (l) any net pension or other post-employment benefit costs representing amortization of unrecognized prior
service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Accounting Standards Codification,
section 715, and any other items of a similar nature, shall be excluded, and 
 (m) the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Subsidiaries shall be excluded (except to
the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.08). 
 For the avoidance of doubt
revenue will be accounted for on a GAAP basis and the recognition of any deferred revenue will be included in Consolidated Net Income in the same period as recognized for GAAP. 

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments (including the effects of
such adjustments pushed down to the Borrower and its Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development,
deferred revenue, mineral reserves, landfill airspace and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and its Subsidiaries), as a result of the Original
Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof. 

“Consolidated Secured Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the
definition of “Consolidated Total Net Debt” outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Subsidiary minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash),
in each case, that is held by the Borrower and its Subsidiaries as of such date, free and clear of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p),
Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), 7.01 (ee) and 7.01(ff)); provided that Consolidated Secured Net Debt shall not include Indebtedness in respect of letters of credit (including Letters of Credit),
except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Secured Net Debt until 3 Business Days after such amount is drawn; it being
understood, for the avoidance of doubt, that obligations under Swap Contracts entered into for non-speculative purposes, deferred consideration, earn-out payments and non-compete payments do not constitute Consolidated Secured Net Debt. 

“Consolidated Total Assets” of any Person means, at any date, the total assets of such Person and its Subsidiaries as of the
last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) determined on a consolidated basis in accordance with GAAP. 

“Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness
of the Borrower and its Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of
Indebtedness resulting from the application of purchase accounting in connection with the Original Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be
calculated based on the entire principal amount thereof), consisting of Indebtedness 

  
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for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (other
than Restricted Cash), in each case, that is held by the Borrower and its Subsidiaries as of such date free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a),
Section 7.01(p), Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), 7.01 (ee) and 7.01(ff)); provided that Consolidated Total Net Debt shall not include Indebtedness in respect of letters of credit (including
Letters of Credit), except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Total Net Debt until 3 Business Days after such amount
is drawn; it being understood, for the avoidance of doubt, that obligations under Swap Contracts entered into for non-speculative purposes, deferred consideration, earn-out payments and non-compete payments (to the extent such earn-out payments
would not become a liability on the balance sheet of such Person in accordance with GAAP as GAAP existed on December 31, 2008) do not constitute Consolidated Total Net Debt. 

“Consolidated Working Capital” means, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date
of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in
Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting. 

“Continental Cement Indebtedness” means each of (i) that certain Second Amended and Restated Credit Agreement, dated as
of May 27, 2010, among Continental Cement Company, L.L.C., as borrower, Wells Fargo Bank, National Association, as agent and a syndicate of lenders, as amended or supplemented and in effect on the date hereof, (ii) that certain Second
Amended and Restated Second Lien Credit Agreement, dated as of May 27, 2010, among Continental Cement Company, L.L.C., as borrower, Sankaty Advisors, LLC, as agent and a syndicate of lenders, as amended or supplemented and in effect on the date
hereof and (iii) that certain Promissory Note, dated as of May 27, 2010, made by Continental Cement Company, L.L.C. in favor of Farmer Holding Company, Inc., as amended or supplemented and in effect on the date hereof. 

“Continuing Directors” means 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 a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by
the stockholders of the Borrower. 
 “Contract Consideration” has the meaning set forth in the definition of “Excess
Cash Flow.” 
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person
or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

“Converted Original Term Loan” means each Original Term Loan held by an Amendment No. 1 Consenting Lender on the
Amendment No. 1 Effective Date immediately prior to the effectiveness of Amendment No. 1 that such Lender has elected to convert to a Term B Loan in accordance with Amendment No. 1. 

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis
equal to, without duplication: 
 (a) the Cumulative Retained Excess Cash Flow Amount at such time, plus 

(b) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of the Borrower or of
any direct or indirect parent of the Borrower after the Closing Date and on or 

  
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prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower and (ii) the common Equity Interests
of the Borrower (or of Holdings or of any direct or indirect parent of Holdings) (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the
Obligations) of the Borrower or any Subsidiary of the Borrower owed to a Person other than a Loan Party or a Subsidiary of a Loan Party, in the case of each of subclause (i) and subclause (ii), (x) not previously applied for a purpose (including a Specified Equity
Contribution) other than use in the Cumulative Credit and (y) not including Equity Interests purchased by any direct or
indirect parent of the Borrower using cash distributed by the Borrower pursuant to Section 7.06(g)(iii), plus 

(c) 100% of the aggregate amount of contributions to the common capital of the Borrower (other than from a Subsidiary) received
in cash and Cash Equivalents after the Closing Date other than from (i) a
Specified Equity Contribution or (ii) the reinvestment by any direct or indirect parent of the Borrower of cash distributed
by the Borrower pursuant to Section 7.06(g)(iii), plus 

(d) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of
principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to Section 7.02(n), minus 

(e) any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(i) after the Closing Date and
prior to such time, minus 
 (f) any amount of the Cumulative Credit used to make Investments pursuant to Section
7.02(n) after the Closing Date and prior to such time, minus 
 (g) any amount of the Cumulative Credit used to make
Restricted Payments pursuant to Section 7.06(j)(y) after the Closing Date and prior to such time, minus 
 (h)
any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.13 after the Closing Date and prior to such time. 

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined
on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow, less the amount of Excess Cash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excluded from Excess
Cash Flow prepayments pursuant to Section 2.05(b)(viii), for each Excess Cash Flow Period ending after the Closing Date and prior to such date. 

“Current Assets” means, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of
determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date of determination, other than
amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, Pension Plan assets, deferred bank fees and derivative financial instruments). 

“Current Liabilities” means, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of
determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of
any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue and
(f) any Revolving Credit Exposure or Revolving Credit Loans. 
 “Debt Fund Affiliate” means (i) any fund managed
by, or under common management with, GSO Capital Partners LP, (ii) any fund managed by GSO Debt Funds Management LLC, Blackstone Debt Advisors L.P., Blackstone Distressed Securities Advisors L.P., Blackstone Mezzanine Advisors L.P. or
Blackstone Mezzanine Advisors II L.P. and (iii) any other Affiliate of Holdings that is a bona fide diversified debt fund or an investment 

  
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vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which
Blackstone Capital Partners V L.P. does not, directly or indirectly, direct or cause the direction of the investment policies of such entity. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally. 
 “Declined Proceeds” has the meaning set forth in Section 2.05(b)(vi). 

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Default Rate” means an interest rate equal to (a) the Base
Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws. 

“Defaulting Lender” means, at any time, a Lender as to which the Administrative Agent has notified the Borrower that
(i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Loan unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of
such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied , make a payment to
the L/C Issuer in respect of an LC Advance and/or make a payment to the Swing Line Lender in respect of a Swing Line Loan (each a “funding obligation”), (ii) such Lender has notified the Administrative Agent, or has stated
publicly, that it will not comply with any such funding obligation hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) such Lender has, for three
or more Business Days, failed, in good faith, to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder (provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (iv) a Lender Insolvency Event has occurred and is continuing with
respect to such Lender (provided that neither the reallocation of funding obligations provided for in Section 2.15(a) as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such
reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be made by the
Administrative Agent in its reasonable discretion acting in good faith. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition. 

“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale
and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith. 
 “Disqualified Equity Interests” means any Equity Interest that, by its terms (or
by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified
Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be
subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the 

  
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Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of
dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after
the Latest Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower
or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations. 
 “Dollar” and “$” mean lawful money of the United
States. 
 “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state
thereof or the District of Columbia. 
 “Effective Yield” means, as to any Loans of any Class, the effective yield on such
Loans, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all upfront or similar fees or original issue discount (based on an assumed four year life to maturity) payable generally to Lenders
making such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared ratably with all relevant Lenders and consent fees paid generally to consenting Lenders. 

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

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and
natural resources such as wetlands, flora and fauna. 
 “Environmental Laws” means the common law and any applicable Laws,
in any case, relating to pollution or the protection of the Environment, or the protection of human health (to the extent relating to exposure to Hazardous Materials) and safety as it relates to the environment, including any applicable provisions
of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety
and Health Act, 29 U.S.C. § 651 et seq., Mine Safety and Health Act, 30 U.S.C. § 801 et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the
regulations promulgated pursuant thereto. 
 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any order,
decree or contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any
Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares, interests, rights,
participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person
of any of the foregoing (including through convertible securities). 
 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not
incorporated) that is under common control with a Loan Party or any Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA. 

  
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 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by a Loan Party, any Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (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 or Multiemployer Plan;
(f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of
Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon a Loan Party, any Subsidiary or any ERISA Affiliate. 
 “Eurocurrency Rate” means:

 (a) for any Interest Period with respect to any Eurocurrency Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBORLondon Interbank Offered
Rate (“BBA LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as
published by
Reuterson the applicable Bloomberg screen page (or such other
commercially available source providing such quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
London BankingBusiness Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be
the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the
commencement of such Interest Period; and 
 (b) for any interest
calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately
11:00 a.m., London time determined two London
BankingBusiness Days prior to such date for Dollar deposits
being delivered in the London interbank market
forwith a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate
at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to such date and time of determinationcommencing that day; 

provided that to the
extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not
administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided further that
in all cases (a) or (b) the Eurocurrency Rate shall not be less than 1.25% per annum with respect to the Term B Loans. 

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. 

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

“Excess Cash Flow” means, for any period, an amount equal to (a) the sum, without duplication, of (i) Consolidated
Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working
Capital and long-term accounts receivable of the Borrower and its Subsidiaries for such period 

  
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(other than any such decreases arising from acquisitions or dispositions by the Borrower and its Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net
non-cash loss on Dispositions by the Borrower and its Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without
duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (m) of the definition of “Consolidated Net
Income,” (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software
Expenditures accrued or made in cash or accrued during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash or borrowings under the Revolving Credit Facility and were not made by
utilizing the Cumulative Retained Excess Cash Flow Amount, (iii) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Subsidiaries (including (A) the principal component of payments in respect of
Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that
resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line
Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments
thereunder), to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and its Subsidiaries during such period (other than Dispositions in the ordinary course
of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital and long-term accounts receivable of the Borrower and its Subsidiaries for such period (other than any such increases
arising from acquisitions or dispositions by the Borrower and its Subsidiaries during such period), (vi) cash payments by the Borrower and its Subsidiaries during such period in respect of long-term liabilities of the Borrower and its
Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period by the Borrower and its
Subsidiaries on a consolidated basis pursuant to Section 7.02 to the extent that such Investments and acquisitions were financed with internally generated cash and were not made by utilizing the Cumulative Retained Excess Cash Flow Amount,
(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(f), Section 7.06(h) or Section 7.06(j)(x) to the extent such Restricted Payments were financed with internally generated cash or borrowings
under the Revolving Credit Facility, (ix) the aggregate amount of expenditures actually made by the Borrower and its Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such
expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Subsidiaries during such period that are required to be made in connection
with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower and its Subsidiaries pursuant to binding contracts
(the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Capital Software Expenditures or Capital Expenditures or acquisitions of intellectual property to the extent not expected
to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the period of four
consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash not utilizing the Cumulative Retained Excess Cash Flow Amount actually utilized to
finance such Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such
shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in
determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (xiv) any payment of cash to be
amortized or expensed over a future period and recorded as a long-term asset and (xv) without duplication of amounts deducted from Excess Cash Flow in prior periods, earn-out payments and non-compete payments actually made and that are
permitted to be made under this Agreement. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for the Borrower and its Subsidiaries
on a consolidated basis. 

  
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 “Excess Cash Flow Period” means each fiscal year of the Borrower commencing with
the fiscal year ending December 31, 2012, but in all cases for purposes of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements and a Compliance Certificate have been
delivered in accordance with Sections 6.01(a) and 6.02(a) and for which any prepayments required by Section 2.05(b)(i) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period
shall be included in the Cumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 2.05(b)(i)). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Excluded Subsidiary” means (a) any Subsidiary that is not directly or indirectly a wholly owned Subsidiary of the
Borrower, (b) any Subsidiary that does not have total assets or annual revenues in excess of 3.5% of Consolidated Total Assets of the Borrower and its Subsidiaries individually or in the aggregate with all other Subsidiaries excluded via this
clause (b), (c) any Subsidiary acquired following the Closing Date that is prohibited by applicable Law or Contractual Obligations that are in existence at the time of acquisition and not entered into in contemplation thereof from guaranteeing
the Obligations or if guaranteeing the Obligation would require material or non-ministerial governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained),
(d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, in consultation with the Borrower, the burden or cost or other consequences (including any material adverse tax consequences) of providing a
Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) any Foreign Subsidiary, (f) any not-for-profit Subsidiaries, (g) joint ventures, (h) any special purpose securitization vehicle or
a captive insurance subsidiary, (i) any direct or indirect Domestic Subsidiary (x) that is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which include the Equity Interests
of one or more Foreign Subsidiaries and (j) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary; provided that no Subsidiary that guarantees any Junior Financing shall be deemed to be an Excluded Subsidiary at any time
any such guarantee is in effect. 
 “Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C
Issuer), or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on (or measured by) its net income or net profits (or any franchise
or similar Taxes in lieu thereof) by the jurisdiction under the laws of which such recipient is organized, in which its principal office is located or in which it is otherwise doing business (other than a business deemed to arise solely by virtue of
any of the transactions contemplated by this Agreement) or, in the case of any Lender, in which its Lending Office is located, (b) any Taxes in the nature of branch profits tax within the meaning of section 884(a) of the Code imposed by any
jurisdiction described in (a), (c) other than in the case of an assignee pursuant to a request by the Borrower under Section 3.07, any United States federal withholding tax that is imposed on any interest payable to such Person pursuant to
any Law in effect at the time such Person becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new applicable Lending
Office (or assignment), to receive additional amounts or indemnification payments with respect to such United States federal withholding Tax pursuant to Section 3.01(a), (d) a United States federal withholding tax (including backup
withholding tax) that is attributable to such Person’s failure to comply with Section 3.01(d) or (e), or (e) any United States federal withholding tax imposed pursuant to FATCA. 

“Existing Credit Agreement” means that certain Credit Agreement dated as of January 31, 2010, as amended and restated as
of December 17, 2010, among Summit Materials Companies I, LLC, as borrower, Summit Materials Holdings I, LLC, Citibank, N.A., as agent, certain other co-syndication agents and co-documentation agents, and a syndicate of lenders, as amended or
supplemented and in effect on the date hereof. 
 “Existing Letters of Credit” means those letters of credit in existence
on the Closing Date and listed on Schedule 1.01B hereto. 
 “Existing Revolver Tranche” has the meaning provided in
Section 2.17(b). 
 “Existing Term Loan Tranche” has the meaning provided in Section 2.17(a). 

“Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 

  
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 “Extended Revolving Credit Commitments” has the meaning provided in
Section 2.17(b). 
 “Extended Term Loans” has the meaning provided in Section 2.17(a). 

“Extending Revolving Credit Lender” has the meaning provided in Section 2.17(c). 

“Extending Term Lender” has the meaning provided in Section 2.17(c). 

“Extension” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.17 and the
applicable Extension Amendment. 
 “Extension Amendment” has the meaning provided in Section 2.17(d). 

“Extension Election” has the meaning provided in Section 2.17(c). 

“Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be. 

“Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, as the case may be. 

“Facility” means the Term B Loans, the Revolving Credit Facility, a given Extension Series of Extended Revolving Credit
Commitments, a given Refinancing Series of Refinancing Term Loans, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, a given Class of Revolving Commitment Increases, or any Other Term Loan (or Commitment) as
the context may require. 
 “FATCA” means current Sections 1471 through 1474 of the Code (and any amended or successor
version thereof that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury Regulations or other official administrative guidance promulgated thereunder. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent. 
 “Fee Letters” mean (i) the Amended and Restated Engagement Letter, dated as of January 13, 2012, among
the Borrower, and the Joint Bookrunners, (ii) that certain Fee Letter dated as of January 30, 2012 between the Borrower and the Administrative Agent and (iii) that certain Administrative Agent Fee Letter dated as of January 30,
2012 between the Borrower and the Administrative Agent. 
 “FIRREA” means the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended. 
 “First Lien Intercreditor Agreement” means an intercreditor agreement substantially
in the form of Exhibit K hereto between the Collateral Agent and one or more collateral agents or representatives for the holders of Permitted Notes issued pursuant to Section 7.03(r) or Permitted Ratio Debt issued or incurred pursuant to
Section 7.03(s), in each case, that are intended to be secured on a pari passu basis with the Obligations. 
 “Fixed Charge Coverage Ratio” means, with respect to the Borrower and its Subsidiaries for any period, the ratio of
(a) Consolidated EBITDA for such period to (b) the Fixed Charges for such period. 

  
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 “Fixed Charges” means, with respect to the Borrower and its Subsidiaries for any period, the sum of, without duplication: (1) Total Interest Expense for such period; (2) all cash dividends
or other distributions paid (excluding items eliminated in consolidation) on any series of preferred stock during such period; and (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of
Disqualified Equity Interests during such period. 
 “Foreign Disposition” has the meaning set forth in
Section 2.05(b)(viii). 
 “Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower which is not a
Domestic Subsidiary. 
 “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as
now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or
hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. 

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course. 
 “Funded Debt” means all Indebtedness of the
Borrower and its Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from
such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans. 

“funding obligation” has the meaning set forth in the definition of “Defaulting Lender.” 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time;
provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Original Closing Date in GAAP or in the
application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. 
 “Governmental Authority” means any nation or government, any
state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government. 
 “Granting Lender” has the meaning set forth in
Section 10.07(h). 
 “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working
capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against 


  
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loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such
Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include
endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets
permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning. 
 “Guaranteed Obligations” has the meaning set forth in Section 11.01. 

“Guarantors” means Holdings and the Subsidiaries of the Borrower (other than any Excluded Subsidiary) and any other Domestic
Subsidiary that is required hereby to issue a Guarantee of the Obligations or otherwise, at the option of the Borrower, issues a Guarantee of the Obligations after the Closing Date. 

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

“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or
wastes, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or mold, that are regulated pursuant to, or which could give rise to liability under, applicable
Environmental Law. 
 “Hedge Bank” has the meaning set forth in the definition of “Secured Hedge Agreement.” 

“Holdings” means Summit Materials Intermediate Holdings, LLC or any Domestic Subsidiary of Summit Materials Intermediate
Holdings, LLC that directly owns 100% of the issued and outstanding Equity Interests in the Borrower, and issues a Guarantee of the Obligations and agrees to assume the obligations of “Holdings” pursuant to this Agreement and the other
Loan Documents pursuant to one or more instruments in form and substance reasonably satisfactory to the Administrative Agent. 

“Holdings Pledge Agreement” means that certain Holdings Pledge Agreement substantially in the form of Exhibit H
hereto. 
 “Honor Date” has the meaning set forth in Section 2.03(c)(i). 

“Immaterial Subsidiary” has the meaning set forth in Section 8.03. 

“Incremental Amendment” has the meaning set forth in Section 2.14(a). 

“Incremental Facility” means any Incremental Term Loan or Revolving Commitment Increase, as applicable. 

“Incremental Term Loans” has the meaning set forth in Section 2.14(a). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; 
 (b) the maximum amount (after giving effect to any prior drawings or
reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the
account of such Person; 

  
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 (c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade
accounts payable in the ordinary course of business, (ii) any earn-out or non-compete obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the
ordinary course); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall
have been assumed by such Person or is limited in recourse; 
 (f) all Attributable Indebtedness; 

(g) all obligations of such Person in respect of Disqualified Equity Interests; 

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and 

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such
Indebtedness would be included in the calculation of Consolidated Total Net Debt, and (B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness among the Borrower and its Subsidiaries having a term not
exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of
such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered
thereby as determined by such Person in good faith. 
 “Indemnified Liabilities” has the meaning set forth in
Section 10.05. 
 “Indemnified Taxes” means any Taxes other than Excluded Taxes. 

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

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

“Intellectual Property Security Agreement” has the meaning set forth in the Security Agreement. 

“Intercompany Note” means a promissory note substantially in the form of Exhibit G hereto. 

“Intercreditor Agreements” means the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement,
collectively, in each case to the extent then in effect. 
 “Interest Coverage Ratio” means, with respect to the Borrower
and its Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense. 

  
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 “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that
fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the
Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition); provided that the Amendment No. 13 Effective
Date shall be an Interest Payment Date with respect to the Term Loans outstanding on such
date.Revolving Credit Commitments in effect on such date; provided further
that any prepayment of Revolving Credit Loans on the Amendment No. 3 Effective Date shall not be considered a prepayment for purposes
of Section 3.05. 
 “Interest Period” means,
as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter or, to the extent
agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: 

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

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

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

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Subsidiaries, intercompany loans, advances or Indebtedness
among the Borrower and its Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition
(in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“Investor Management Agreement” means the Transaction and Management Fee Agreement among Holdings and Affiliates of (or
management entities associated with) one or more of the Investors as in effect on the Original Closing Date and as the same may be amended, supplemented or otherwise modified in a manner not materially adverse to the Lenders; provided that
any management, monitoring, consulting and advisory fees payable in advance by the Borrower and its Subsidiaries shall not exceed an amount equal to (x) with respect to the period from the Original Closing Date to December 31, 2010, 2% of
Consolidated EBITDA for such period and (y) with respect to any fiscal year thereafter, 2% of Consolidated EBITDA for such fiscal year; provided, further, that in each case, such amounts shall be subject to any adjustments made
pursuant to Section 3(c) of the Investor Management Agreement. 
 “Investors” means (i) Blackstone Capital
Partners V L.P. and its Affiliates and any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of Blackstone Capital Partners V L.P.) and (ii) Silverhawk Summit, L.P. and its Affiliates and
any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of Silverhawk Summit, L.P.). 

“IP Rights” has the meaning set forth in Section 5.16. 

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

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

“Joint Bookrunners” means Merrill Lynch, Pierce, Fenner & Smith Incorporated., Citigroup Global Markets Inc., UBS
Securities LLC, Barclays Capital, the investment banking division of Barclays Bank PLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. 

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

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

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment
hereunder at such time, including the latest maturity date of any Term B Loans, Refinancing Term Loan, any Refinancing Term Commitment, any Extended Term Loan, any Extended Revolving Credit Commitment, any Incremental Term Loans, any Revolving
Commitment Increases or any Other Term Loan, Other Term Loan Commitment, Other Revolving Credit Loan or Other Revolving Credit Commitments, in each case as extended in accordance with this Agreement from time to time. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. 

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Pro Rata Share. 
 “L/C Borrowing” means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof. 
 “L/C Issuer” means (a) solely with respect to the
Existing Letter of Credit, Citibank, N.A., and (b) Bank of America, N.A. and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(l) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder. 
 “L/C Obligations” means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still
be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes an
L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” 

  
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 “Lender Insolvency Event” means that (i) a Lender or its Parent Company is
insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent
Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender Insolvency Event shall not be deemed to have occurred solely by
virtue of the ownership or acquisition of any Equity Interest in any Lender or any person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a
standby letter of credit. 
 “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration
Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day); provided that the
Letter of Credit Expiration Date shall be extended past the date that is five Business Days prior to the Maturity Date then in effect for the Revolving Credit Facility for so long as such Letters of Credit are Cash Collateralized by the Borrower.

 “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate
amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to
Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing). 
 “Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan and any extensions of credit under any Revolving Commitment
Increase). 
 “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral
Documents, (iv) each Letter of Credit Application and (v) any amendment, supplement or other modification to any of the foregoing from time to time (including any Incremental Amendment, Refinancing Amendment or Extension Amendment). 

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

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

“Management Stockholders” means the members of management of Holdings, the Borrower or any of its Subsidiaries who are
investors in Holdings or any direct or indirect parent thereof. 
 “Margin Stock” has the meaning set forth in Regulation
U. 

  
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 “Master Agreement” has the meaning set forth in the definition of “Swap
Contract.” 
 “Material Adverse Effect” means a (a) material adverse effect on the business, operations, assets,
liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment
obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to the Secured Parties or the Collateral Agent under any Loan Document. 

“Material Real Property” means any fee owned real property owned by any Loan Party (other than fee owned real property owned
by Hamm, Inc. and its subsidiaries on the Closing Date or any other owned real property subject to a Lien permitted by clause (u) or (w) of Section 7.01 to the extent and for so long as the documentation governing such Lien prohibits
the granting of a Mortgage thereon to secure the Obligations) with a fair market value in excess of $5,000,000, at the time of acquisition, as reasonably estimated by the Borrower in good faith). 

“Maturity Date” means (i) with respect to the Term B Loans, January 30, 2019, (ii) with respect to the
Revolving Credit Facility and the Swing Line Facility, January 30,
2017, March 11, 2020; provided that if prior to the
date that is 91 days before January 30, 2019 (such 91st day, the “Springing Maturity Date”) the Term B Loans have not been repaid in an amount such that no more than $75,000,000 of
Term B Loans are then outstanding with cash (other than cash which represents the proceeds of Indebtedness) or the proceeds of Indebtedness of the Borrower with a maturity date (and no scheduled repayments before the date) that is at least 91 days
after March 11, 2020, the Maturity Date set forth in this clause (ii) shall be the Springing Maturity Date, (iii) with respect to any tranche of Extended Term Loans, Extended
Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders, (iv) with respect to any Other Term Loans or Other Revolving Credit Loans, the final maturity
date as specified in the applicable Refinancing Amendment and (v) with respect to any Incremental Term Loans or Revolving Commitment Increases, the final maturity date as specified in the applicable Incremental Amendment; provided that
if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day. 

“Maximum Rate” has the meaning set forth in Section 10.10. 

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

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.” 

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.” 

“Mortgages” means, collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs and mortgages made by the
Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property, substantially in the form attached as Exhibit J hereto with such local law and other changes
thereto as shall be reasonably satisfactory to the Collateral Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.13, in each case, as the same is amended from time to time and be further amended, restated,
supplemented or otherwise modified. 
 “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Loan Party, any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Net Proceeds” means: 

  
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 (a) 100% of the cash proceeds actually received by the Borrower or any of its
Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and
condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay
(x) Indebtedness (other than pursuant to the Loan Documents) that is secured by a Lien on the assets disposed of and which ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Subsidiary that is
disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority
interests and not available for distribution to or for the account of the Borrower or a wholly owned Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any
reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and
(y) retained by the Borrower or any of its Subsidiaries including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations
(however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such
reduction); provided that, if no Default exists, the Borrower or the applicable Subsidiary may reinvest any portion of such proceeds in assets useful for its business within 12 months of such receipt, such portion of such proceeds shall not
constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed pursuant to a legally binding agreement to be so used (it being understood that if any portion of such proceeds are not so used
within such 12-month period but within such 12-month period are contractually committed pursuant to a legally binding agreement to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such
12 month period and 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net
Proceeds notwithstanding any investment notice if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was
continuing); provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed $10,000,000 or (y) the aggregate net
proceeds exceed $20,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and 

(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any of its Subsidiaries of any
Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance
or sale. 
 For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower
or any Subsidiary shall be disregarded. 
 “Non-Consenting Lender” has the meaning set forth in Section 3.07(d). 

“Non-Debt Fund Affiliate” means any Affiliate of the Sponsor other than (a) Holdings or any Subsidiary of Holdings,
(b) any Debt Fund Affiliate and (c) any natural person. 
 “Non-Defaulting Lender” means, at any time, a Lender
that is not a Defaulting Lender. 
 “non-Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 

“Non-extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).


  
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 “Not Otherwise Applied” means, with reference to any amount of Net Proceeds of
any transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan
Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as
contemplated by (b) above. 
 “Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context
may require. 
 “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of the Borrower or any Subsidiary arising under Cash Management Obligations or any Secured Hedge Agreement. Without limiting the generality
of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay
principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to
reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party. 

“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and
(c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such
entity. 
 “Original Acquisition” has the meaning set forth in the definition of “Original Acquisition
Agreement.” 
 “Original Acquisition Agreement” means that certain membership interest purchase agreement dated
November 24, 2009 (together with schedules and exhibits thereto) by and among the Borrower and the sellers party thereto, pursuant to which the Borrower agreed to acquire (the “Original Acquisition”) all of the outstanding equity
interests of Hinkle Contracting Company LLC, a Kentucky limited liability company. 
 “Original Closing Date” means
January 31, 2010. 
 “Original Equity Contribution” means the cash equity contribution by the Investors and certain
other investors and associated entities in the amount of $88,278,528.04, together with up to $2,500,000 of rollover equity, made on the Original Closing Date to fund a portion of the Original Acquisition. 

“Original Funding Date” means February 1, 2010. 

“Original Term Loans” means all Term Loans outstanding under this Agreement immediately prior to the effectiveness of
Amendment No. 1. 
 “Original Transaction Expenses” means any fees or expenses incurred or paid by the Investors,
Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Original Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated
hereby and thereby. 

  
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 “Original Transactions” means, collectively, (a) the Original Acquisition
and other related transactions contemplated by the Original Acquisition Agreement, (b) the Original Equity Contribution, (c) the funding of the Loans on the Original Funding Date and the execution and delivery of Loan Documents entered
into on the Original Closing Date, (d) the repayment of certain Indebtedness existing on the Original Funding Date and (e) the payment of Original Transaction Expenses. 

“Other Revolving Credit Commitments” shall mean one or more Classes of revolving credit commitments hereunder that result
from a Refinancing Amendment. 
 “Other Revolving Credit Loans” shall mean one or more Classes of Revolving Credit Loans
that result from a Refinancing Amendment. 
 “Other Taxes” has the meaning specified in Section 3.01(b). 

“Other Term Loan Commitments” shall mean one or more Classes of term loan commitments hereunder that result from a
Refinancing Amendment. 
 “Other Term Loans” shall mean one or more Classes of Term Loans that result from a Refinancing
Amendment. 
 “Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans
on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of
Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of
outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. 

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation
Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender. 

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

“Partners”
means, at any time, each person listed as a partner (including the general partner) on the books and records of Summit Holdings, in each case for so long as he, she or it remains a partner of Summit Holdings as provided under the Partnership
Agreement. 

“Partnership
Agreement” means the Fourth Amended and Restated Limited Partnership Agreement of Summit Holdings, dated as of March 11, 2015, as amended from time to time to the extent permitted by the Loan Documents. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years. 

  
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 “Perfection Certificate” means a certificate in the form of Exhibit II to the
Security Agreement or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time. 

“Permitted Acquisition” has the meaning set forth in Section 7.02(i). 

“Permitted Asset Swap” means the concurrent purchase and sale, trade-in or exchange of equipment or other property of a
nature or type that is used or useful in a Permitted Business or a combination of such equipment or property and cash or Cash Equivalents between the Borrower or any of its
Restricted Subsidiaries and another Person; provided, that (x) any cash or Cash Equivalents received must be
applied in accordance with Section 2.05(b) and (y) the fair market value of the equipment or property received is at least as great as the fair market value of the equipment or other property being traded-in or exchanged. 

“Permitted Business” means any business that is related, ancillary or complementary to the businesses of the Borrower and its
Subsidiaries on the Closing Date. 
 “Permitted Holders” means each of the Investors and the Management Stockholders;
provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting Equity Interests of Holdings in the aggregate, they shall be treated as Permitted Holders of only
fifteen percent (15%) of the outstanding voting Equity Interests of Holdings at such time. 
 “Permitted Notes” means
(i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien
Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the
case of debt securities issued in reliance on Section 7.03(r)(i), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking
fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants,
events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Subsidiaries than those in this Agreement; provided that
a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities,
together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions
satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default
shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to
have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the
last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes
shall be secured by any collateral other than the Collateral. 
 “Permitted Ratio Debt” means Indebtedness of the Borrower
or any of its Subsidiaries, provided that (a) immediately after giving Pro Forma Effect thereto and to the use of the proceeds thereof (and for purposes of any calculations under this definition, the cash proceeds of such incurrence
shall not be permitted to reduce the Consolidated Total Net Debt, Consolidated First Lien Net Debt or Consolidated Secured Net Debt), (i) no Event of Default shall be continuing or result therefrom, (ii) the Borrower and its Subsidiaries
will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (iii) the Total Leverage Ratio is no greater than 5.75 to 1.00 (excluding, for purposes of
calculating such ratio under this clause (iii), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,000),Fixed Charge Coverage Ratio is at least 2.00 to 1.00, (iv) if such Indebtedness is secured (1) the Secured Leverage Ratio is no
greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (iv), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000), (2) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, such Indebtedness shall be in the form of debt securities or


  
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Indebtedness that is not a credit facility that could have been incurred as an Incremental Term Loan or Revolving Commitment Increase, (3) it shall have terms and conditions (other than
pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and
conditions of the Loan Documents (when taken as a whole) and (4) such Indebtedness is subject to an Intercreditor Agreement, (v) such Indebtedness does not mature or have scheduled amortization payments prior to the date that is ninety-one
(91) days after the Latest Maturity Date at the time such Indebtedness is incurred or the maturity date of such Indebtedness can be extended subject to any customary conditions to a date that is ninety-one (91) days after the Latest
Maturity Date at the time such Indebtedness is incurred and (vi) any such Indebtedness incurred by a Subsidiary that is not a Loan Party, together with any other Indebtedness incurred by a Subsidiary that is not a Loan Party pursuant to
Section 7.03, does not exceed in the aggregate at any time outstanding the greater of $35,000,000 and 2.50% of Consolidated Total Assets, in each case determined at the time of incurrence. 

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or
extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified,
refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing,
refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e),
such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life
to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e) or (f), at the
time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(r),
7.03(s), 7.03(t) or 7.13(a) or is otherwise a Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification,
refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified,
refinanced, refunded, renewed, replaced or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded,
renewed, replaced or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended,
taken as a whole; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence
that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis
upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or
extended. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA) established, maintained or contributed to by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning set forth in Section 6.01. 

“Principal L/C Issuer” means Bank of America, any other L/C Issuer that has issued Letters of Credit having an aggregate
Outstanding Amount in excess of $4,000,000. 

  
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 “Pro Forma Basis or Pro Forma Effect” means, with respect to compliance
with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.08. 

“Pro Forma Compliance” means, with respect to any covenant in Section 7.11, compliance on a Pro Forma Basis with such
covenant in accordance with Section 1.08. 
 “Pro Rata Share” means, with respect to each Lender at any time a
fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount
of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. 

“Projections” has the meaning set forth in Section 6.01(c). 

“Public Lender” has the meaning set forth in Section 6.01. 

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests. 

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in
an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) (i) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance
with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) after which the common Equity Interests of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized
securities exchange or dealer quotation system. 
 “Real Property” means, collectively, all right, title and interest
(including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and
appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the
Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Term Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or Other
Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.16. 
 “Refinancing Series” means all
Refinancing Term Loans or Refinancing Term Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term
Loans or Refinancing Term Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same Effective Yield and amortization schedule. 

“Refinancing Term Commitments” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the
applicable Refinancing Series hereunder pursuant to a Refinancing Amendment. 
 “Refinancing Term Loans” means one or more
term loans hereunder that result from a Refinancing Amendment. 
 “Register” has the meaning set forth in
Section 10.07(d). 
 “Registered Equivalent Notes” means, with respect to any notes originally issued in an offering
pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer
registered with the SEC. 

  
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 “Rejection Notice” has the meaning set forth in Section 2.05(b)(vi). 

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment or from or through any occupied facility or structure. 

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

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder,
other than events for which the thirty (30) day notice period has been waived. 
 “Repricing Transaction” means the
prepayment, refinancing, substitution or replacement of all or a portion of the Term B Loans with the incurrence by the Borrower or any Subsidiary of any debt financing (including, without limitation, any new or additional term loans under this
Agreement (including Replacement Term Loans) whether incurred directly or by way of the conversion of Term B Loans into a new tranche of replacement term loans under this Agreement) having an Effective Yield that is less than the Effective Yield of
such Term B Loans so repaid, refinanced, substituted or replaced, (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) including without
limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, such Term B Loans or the incurrence of any Replacement Term Loans. Any determination by the Administrative Agent
under this definition shall be conclusive and binding on all Lenders holding Term B Loans absent manifest error. 
 “Request for
Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 
 “Required Class Lenders” means, as of any date of
determination, Term Lenders having more than 50% of the aggregate principal amount of outstanding Term Loans of all Term Lenders; provided that, to the same extent set forth in Section 10.07(m) with respect to determination of Required
Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Class Lenders. 

“Required Facility Lenders” mean, as of any date of determination, with respect to any Facility, Lenders having more than 50%
of the sum of (a) the Total Outstandings under such Facility (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility being deemed
“held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders; provided, further, that, to the same extent set forth in Section 10.07(m) with respect to determination of
Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders. 

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total
Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate
unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that, to the same extent set forth in Section 10.07(m) with respect to determination of Required Lenders, the Loans
of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Lenders. 

  
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 “Responsible Officer” means the chief executive officer, president, vice
president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated
by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative
Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

“Restricted Cash” means cash and Cash Equivalents held by Subsidiaries that is contractually restricted from being
distributed to the Borrower. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities
or other property) with respect to any Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or a Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof).

 “Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the
Applicable ECF Percentage with respect to such Excess Cash Flow Period. 
 “Revolver Extension Request” has the meaning
provided in Section 2.17(b). 
 “Revolver Extension Series” has the meaning provided in Section 2.17(b). 

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

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

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the
case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b). 

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit
Loans to the Borrower hereunder, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount
may be (i) reduced from time to time in accordance with Section 2.06 and (ii) reduced or increased from time to time pursuant to (w) assignments by or to such Revolving Credit Lender pursuant to an Assignment and Assumption,
(x) an Incremental Amendment, (y) a Refinancing Amendment or (z) an Extension. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be
$150,000,000235,000,000 on the
ClosingAmendment No. 3 Effective
Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. For the avoidance of
doubt, any Tranche A Revolving Credit Commitments shall be “Revolving Credit Commitments” for all purposes of this Agreement. 

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal
amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time. 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit
Commitments at such time. 

  
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 “Revolving Credit Lender” means, at any time, any Lender that has a Revolving
Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure. 
 “Revolving
Credit Loans” means any Revolving Credit Loan made pursuant to Section 2.01(b), Revolving Commitment Increases, Other Revolving Credit Loans or Extended Revolving Credit Loans, as the context may require. 

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered
assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto. 
 “Same Day Funds” means immediately available funds. 

“Sanction(s)”
 means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions
authority. 
 “SEC” means the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of its principal functions. 
 “Second Lien Intercreditor
Agreement” means an intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens that are intended to rank junior to the Liens securing the
Obligations and that are otherwise permitted pursuant to Section 7.01 providing that all proceeds of Collateral shall first be applied to repay the Obligations in full prior to being applied to any obligations under the Indebtedness secured by
such junior Liens and that until the termination of the Aggregate Commitments and the repayment in full (or cash collateralization of Letters of Credit) of all Obligations outstanding under this Agreement, the Collateral Agent shall have the sole
right to exercise remedies against the Collateral (subject to customary exceptions for limited protective actions that may be taken by the holders of such junior Lien Indebtedness) and otherwise in form and substance reasonably satisfactory to the
Collateral Agent. 
 “Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by
and between the Borrower or any Subsidiary and any Person that is a Lender or an Affiliate of a Lender (or was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into (a “Hedge Bank”)). 

“Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Net Debt as of
the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Secured Parties” means,
collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time
pursuant to Section 9.02. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Security Agreement” means that certain Security Agreement substantially in the form of Exhibit F hereto. 

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

“Senior Notes” means $250,000,000 in aggregate principal amount of the Borrower’s senior unsecured notes due 2020 and
any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior Notes Indenture in exchange for the initial unregistered senior unsecured notes. 

  
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 “Senior Notes Indenture” means the Indenture for the Senior Notes, dated
January 30, 2012, between the Borrower and Wilmington Trust, National Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement. 

“Senior Unsecured Notes” means $260,000,000 in aggregate principal amount of the Borrower’s senior unsecured notes due
2020 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior Notes Indenture in exchange for the initial unregistered senior unsecured notes. 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would
constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability. 
 “SPC” has the meaning set forth in Section 10.07(h). 

“Specified Default” means a Default under Section 8.01(a), (f) or (g). 

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or
investment in an Equity Interest of Holdings other than Disqualified Equity Interests (or other equity on terms and conditions reasonably satisfactory to the Arrangers). 

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or
Incremental Term Loan or Revolving Commitment Increase or Investment that results in a Person becoming a Subsidiary, any Permitted Acquisition or any Disposition that results in a Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment
constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Subsidiary, in each case whether by merger,
consolidation, amalgamation or otherwise. 
 “Sponsor” means Blackstone Capital Partners V L.P. and any of its Affiliates
and funds or partnerships managed or advised by it or its Affiliates. 
 “Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of
which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the Borrower. 
 “Subsidiary Guarantor” means any Guarantor other than Holdings. 

“Successor Company” has the meaning set forth in Section 7.04(d). 

“Summit
Holdings” means Summit Materials Holdings L.P., a Delaware limited partnership. 

“Supplemental Agent” has the meaning set forth in Section 9.13(a) and “Supplemental Agents” shall have
the corresponding meaning. 

  
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 “Swap Contract” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond
price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Facility” means
the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04. 
 “Swing Line Lender”
means Bank of America, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder. 
 “Swing Line
Loan” has the meaning set forth in Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a Swing
Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B hereto or
such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of
the Borrower. 
 “Swing Line Note” means a promissory note of
the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

 “Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans
outstanding. 
 “Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate
amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments. 

“Syndication Agent” means Citigroup Global Markets Inc., as syndication agent under this Agreement. 

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other
charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis, and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing. 

“Term B Loan” has the meaning set forth in Section 2.01(a). 

  
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 “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the
same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a). 

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as
an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from
time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension. The initial amount of each Term
Lender’s Commitment is set forth on Schedule 1.01A hereto under the caption “Term Commitment” or, otherwise, in the Assignment and Assumption, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have
assumed its Commitment, as the case may be. The initial aggregate amount of the Term Commitments on the Closing Date is $400,000,000. 

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time. 

“Term Loan” means any Original Term Loan, Term B Loan, Incremental Term Loan, Other Term Loan or Extended Term Loan, as the
context may require. 
 “Term Loan Extension Request” has the meaning provided in Section 2.17(a). 

“Term Loan Extension Series” has the meaning provided in Section 2.17(a). 

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

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the
Borrower for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable. 

“Threshold Amount” means $20,000,000. 

“Total Interest
Expense” means, for any period, the sum, without duplication, of: 
 (1) consolidated interest expense of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP, with
respect to all outstanding Indebtedness of the Borrower and its Subsidiaries for such period (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions,
discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of the
obligations under Swap Contracts or other derivative instruments pursuant to GAAP), (d) the interest component of obligations attributable to Capitalized Leases, and (e) net payments, if any made (less net payments, if any, received),
pursuant to interest rate the obligations under Swap Contracts with respect to Indebtedness, and excluding (r) costs associated with obtaining the obligations under Swap Contracts, (s) any expense resulting from the discounting of any
Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any acquisition, (t) penalties and interest relating to taxes, (u) any
“additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (v) amortization or expensing of deferred financing fees, amendment and
consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (w) any expensing of commitment and other financing fees and any other fees related to the Original Transactions or any acquisitions after the Closing
Date and (x) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty); plus 

  
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(2) consolidated capitalized
interest of the Borrower and its Subsidiaries for such period, whether paid or accrued; less 

(3) interest income of the
Borrower and its Subsidiaries for such period. 
 For purposes of this definition, interest on obligations attributable to Capitalized Leases shall be deemed to accrue at an interest rate
reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. 

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the
last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Total Outstandings” means the
aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Tranche A Revolving Credit Commitment” means each
Revolving Credit Commitment existing on the Amendment No. 1 Effective Date that is held by a Revolving Credit Lender that has agreed to convert such Revolving Credit Commitment to a “Tranche A Revolving Credit Commitment” pursuant to
the Tranche A Revolving Credit Commitment Conversion Agreement.
Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units
(vested and unvested) then owned by such Partner by the number of Units (vested and unvested) then owned by all Partners. 

“Tranche A Revolving Credit Commitment Conversion
Agreement” means an agreement, in form satisfactory to the Administrative Agent and the Borrower, entered into following the Amendment No. 1 Effective Date by the Borrower and each Revolving Credit Lender that has agreed to provide a
Tranche A Revolving Credit Commitment evidencing the parties agreements to establish the Tranche A Revolving Credit Commitments. 

“Tranche A Revolving Credit Commitment Effective Date”
means the date on which the Tranche A Revolving Credit Commitments become effective in accordance with the terms of the Tranche A Revolving Credit Commitment Conversion Agreement. 

“Transferred Guarantor” has the meaning set forth in Section 11.09. 

“Trigger
Date” has the meaning provided in Section 7.06(g)(iii). 

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

“Unaudited Financial Statements” means the financial statements provided pursuant to Section 6.01(b) of the Existing
Credit Agreement prior to the Closing Date. 
 “Uniform Commercial Code” or “UCC” means the Uniform
Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of
Collateral. 
 “United States” and “U.S.” mean the United States of America. 

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d)(ii)(C) and is in substantially
the form of Exhibit I hereto. 

“Units”
means the class A units and any other class of units that is established in accordance with the Partnership Agreement, which shall constitute limited partner interests in Summit Holdings as provided in the Partner-ship Agreement and under the
Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended or supplemented from time to time and any successor thereto, entitling the holders thereof to the relative rights, title and interests in
the profits, losses, deductions and credits of Summit Holdings at any particular time as set forth in the Partnership Agreement, and any and all other benefits to which a holder thereof may
be entitled as a Partner as provided in the Partnership Agreement, together with the obligations of such Partner to comply with
all terms and provisions of the Partnership Agreement. 

  
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 “unreallocated portion” has the meaning set forth in Section 2.15(a)(ii).

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

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56. 
 “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding
principal amount of such Indebtedness. 
 “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of
such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or
more wholly owned Subsidiaries of such Person. 
 Section 1.02. Other Interpretive Provisions. 

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. 

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

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

(d) The term “including” is by way of example and not limitation. 

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form. 
 (f) In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including.” 
 (g) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

Section 1.03. Accounting Terms. 

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. 

  
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 Section 1.04. Rounding. 

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific
action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the
result up or down to the nearest number (with a rounding up if there is no nearest number). 
 Section 1.05. References to
Agreements, Laws, Etc. 
 Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements
(including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

 Section 1.06. Times of Day. 

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

 Section 1.07. Timing of Payment of Performance. 

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day
which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day. 

Section 1.08. Pro Forma Calculations. 

(a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage
Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio shall be
calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.08, when calculating the Consolidated First Lien Net Leverage
Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any
covenant pursuant to Section 7.11, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. 

(b) For purposes of calculating the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio, Specified
Transactions (and the incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and (ii) if applicable as described
in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions
(and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any
applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction
that would have required adjustment pursuant to this Section 1.08, then the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage
Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio
shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. 
 (c) Whenever pro forma
effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the


  
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avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or with
respect to which the Borrower in good faith expects that substantial steps will have been taken within the time frame set forth in clause (B) below (calculated on a pro forma basis as though such cost savings, operating expense
reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the
amount of actual benefits realized during such period from such actions and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the
effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions
are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any
amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase in Consolidated EBITDA as a result of cost savings,
operating expense reductions and synergies shall be subject to the limitations set forth in the definition of “Consolidated EBITDA.” 

(d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,
repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, Consolidated First Lien Net Leverage
Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio, as the
case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the
end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio shall be calculated
giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the Secured Leverage
Ratio or the Consolidated First Lien Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of
the Fixed Charge Coverage Ratio or the Interest Coverage Ratio. If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio or the Interest Coverage Ratio is made had been the
applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all
or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on Capitalized Leases shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Leases in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or such Subsidiary may designate. 

Section 1.09. Letter of Credit Amounts. 

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of
Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

Section 1.10. Cumulative Credit Transactions. 

If more than one action occurs on any given date, the permissibility of the taking of which is determined hereunder by reference to the amount
of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.


  
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 ARTICLE II 

The Commitments and Credit Extensions 

Section 2.01. The Loans. 

(a) The Term B Borrowings. (i) The Additional Term B Lender agrees to make a term loan to the Borrower in Dollars (a “Term
B Loan”) on the Amendment No. 1 Effective Date in an aggregate amount not to exceed the amount of the Additional Term B Commitment and (ii) each Converted Original Term Loan of each Amendment No. 1 Consenting Lender shall be
converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Original Term Loan immediately prior to such conversion;
provided that the Term B Loans shall initially consist of a Eurocurrency Rate Loan with an Interest Period ending March 28, 2013 and the Eurocurrency Rate for such Interest Period shall be deemed to be 1.25%. Amounts repaid with respect
to Term B Loans may not be reborrowed. 
 (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein,
each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars pursuant to Section 2.02 to the Borrower from its applicable Lending Office from time to time, on any Business Day during the period from the ClosingAmendment No. 3 Effective Date until the Maturity Date of the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided
that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein. 
 Section 2.02. Borrowings, Conversions and Continuations of Loans. 

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than
(i) 11:00 a.m. (New York City time) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (or, in the case of the
Term B Loans to be borrowed on the Amendment No. 1 Effective Date, such shorter period as to which the Administrative Agent may consent) and (ii) 1011:00 a.m. (New York City time) on the Business Day prior today of any Borrowing of Base Rate Loans (or, in the case of the Term B Loans to be borrowed on the Amendment No. 1 Effective Date, such shorter period as to which the Administrative Agent may consent) ; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or
six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing,
conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days
before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14(a), each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,000,000
or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term
Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount 

  
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of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans
or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one
(1) month. 
 (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
not later than 11:00 a.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may
be converted to or continued as Eurocurrency Rate Loans. 
 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders
of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.
At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of
such change. 
 (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving
Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect; provided that after the establishment of any
new Class of Loans pursuant to a Refinancing Amendment or Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so
established. 
 (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender
of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 

Section 2.03. Letters of Credit. 

(a) The Letter of Credit Commitment. (1) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in
reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue
Letters of Credit denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit


  
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previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate
in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any
Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C
Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may,
during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit outstanding immediately prior to the Amendment No. 3 Effective Date
shall be deemed to be issued hereunder on the Amendment No. 3
Effective Date in the name of the Borrower for the benefit of the Subsidiary of the Borrower in whose name such Existing
Letter of Credit is outstanding immediately prior to the ClosingAmendment No. 3 Effective Date and shall constitute Letters of Credit subject to
the terms hereof. 
 (i) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct
that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for
which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is
not otherwise compensated hereunder); 
 (B) the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; 

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Revolving Credit Lenders have approved such expiry date; 
 (D) the issuance of such Letter of Credit would violate any Laws
binding upon such L/C Issuer; 
 (E) such Letter of Credit is denominated in a currency other than Dollars; 

(F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such L/C Issuer has received (as set forth in
clause (a)(iv) below) Cash Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Defaulting Lender or such Defaulting Lender’s Pro Rata Share of the L/C Obligations has been
reallocated pursuant to clause (a)(iv) below in respect of such Defaulting Lender’s obligation to fund under Section 2.03(c); 

(G) such Letter of Credit is in an initial amount less than
$100,00025,000; 
 (H) the issuance of such Letter of Credit would violate one or more policies
of the L/C Issuer applicable to letters of credit generally; or 
 (I) with respect to any commercial Letter of Credit, the
Borrower shall not have established an account with the L/C Issuer for the payment of fees and any drawings thereunder, as set forth in Section 2.03(h) below. 

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

  
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 (iii) In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the
Borrower and such Defaulting Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of
such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the Administrative Agent, elect to reallocate all or any part of the Defaulting
Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Defaulting Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting
Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the
Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case the
Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans)
for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such Defaulting Lender hereby grant to the
Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash
Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash
Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata
Share of all L/C Obligations that has not been reallocated as provided above, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as
Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect
thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to
the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a Defaulting Lender (as determined by such L/C Issuer in good faith), or if
there are no L/C Obligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Pro
Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (2) Each Letter of Credit shall
be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two (2) Business Days prior to the proposed issuance
date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount
thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the
proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. 
 (i) Promptly after receipt of any
Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such
L/C Issuer will provide the Administrative Agent with a 

  
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copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof,
then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of
each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of
such Lender’s Pro Rata Share times the amount of such Letter of Credit. 
 (ii) If the Borrower so requests in any applicable Letter of
Credit Application relating to a standby Letter of Credit, the relevant L/C Issuer shall agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the
Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant
L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall (A) not be required to permit any such extension
if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), and
(B) not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-extension Notice Date from the Administrative Agent, any Revolving
Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.01 are not then satisfied. 
 (iii)
Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. (3) Upon receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 12:00 Noon (New York City time) on the Business Day immediately following any payment by
an L/C Issuer under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in
Dollars. The L/C Issuer shall notify the Borrower of the amount of the drawing promptly following the determination or revaluation thereof. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly
notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be
deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.01 (other than the delivery of a Committed Loan Notice). Any
notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. Any Unreimbursed Amount that is not reimbursed on or prior the Honor Date shall bear interest at the rate applicable to Revolving Credit Loans that are Base Rate Loans for the first Business Day after
the Honor Date and thereafter in accordance with Section 2.03(c)(iii). 
 (i) Each Appropriate Lender (including any Lender acting as
an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal
to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each
Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.


  
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 (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit
Borrowing of Base Rate Loans because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans. In such event, each Appropriate Lender’s
payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03. 
 (iii) Until each Appropriate Lender funds its Revolving Credit
Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account
of the relevant L/C Issuer. 
 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to
reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the
conditions set forth in Section 4.01 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for
the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 
 (v) If any
Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 
 (d) Repayment of
Participations. (4) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent. 
 (i) If any payment received by the
Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer
in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of
this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing
under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:


  
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 (i) any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other agreement or instrument relating thereto; 
 (ii) the existence of any claim, counterclaim, setoff,
defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any
other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that
does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

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

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party; 
 provided that the foregoing shall not
excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower
that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter
of Credit comply with the terms thereof. 
 (f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C
Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e);
provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by 

  
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such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in
limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be
responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason. 
 (g) Cash Collateral. (i) If, as of the Letter of Credit Expiration Date, any Letter of
Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as
applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize the then
Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m., New York
City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or
(2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default
set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means, in respect of an obligation, to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, (as a first priority perfected security interest) cash collateral for the L/C Obligations, cash or deposit account balances (“Cash
Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.
Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly
subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will,
forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such
aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit
for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount
of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit
pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be
refunded to the Borrower. 
 (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each
Revolving Credit Lender a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for the Revolving Credit Commitments of such Lender times such Lender’s Pro Rata Share of the daily maximum
amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit);
provided that (x) if any portion of a Defaulting Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders pursuant to Section 2.03(a)(iv), then the
Borrower shall not be required to pay a Letter of Credit fee with respect to such portion of such Defaulting Lender’s Pro Rata Share so long as it is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders and
(y) if any portion of a Defaulting Lender’s Pro Rata Share is not Cash Collateralized or 

  
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reallocated pursuant to Section 2.03(a)(iv), then the Letter of Credit fee with respect to such Defaulting Lender’s Pro Rata Share shall be payable to the applicable L/C Issuer until
such Pro Rata Share is Cash Collateralized or such Lender ceases to be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first
Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any
change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. With
respect to any commercial Letter of Credit, the Borrower shall have set up an account with the relevant L/C Issuer prior to the issuance of any such commercial Letter of Credit from which such L/C Issuer shall be permitted to debit any amounts
required to be paid as fees or as a result of any drawing thereunder. 
 (i) Fronting Fee and Documentary and Processing Charges Payable
to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the Borrower equal to the greater of (x) 0.125% per annum (or such other amount
as may be mutually agreed by the Borrower and the applicable L/C Issuer) of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such
maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (y) to the extent the L/C Issuer is the Administrative Agent or an Affiliate thereof, $1,500 per annum. Such fronting fees shall be computed on a
quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to the Borrower the customary issuance,
presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within
ten (10) Business Days of demand and are nonrefundable. 
 (j) Applicability of ISP and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. 

(k) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any
conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. 
 (l) Addition of
an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender (which, among other things, shall identify the
appropriate contact for notices to obtain any necessary consents to assignments under Section 10.07). The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer. 

(m) Letter of Credit Reporting. On a monthly basis, each L/C Issuer shall deliver to the Administrative Agent a complete list of all
outstanding Letter of Credit issued by such L/C Issuer. 
 (n) Existing Letters of Credit. The parties hereto agree that the Existing
Letters of Credit shall be deemed Letters of Credit for all purposes under this Agreement, without any further action by the Borrower. 

(o) Provisions Related to Extended Revolving Credit Commitments. In connection with the establishment of any Extended Revolving Credit
Commitments or Other Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such Class and the satisfaction of the conditions set forth in Section 4.02, the Borrower may with the written consent of
the applicable L/C Issuer designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Other Revolving Credit Commitments. Upon such designation such Letter of Credit
shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such Class of Extended Revolving Commitments or Other Revolving Credit Commitments. 

  
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 Section 2.04. Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, in its capacity as Swing Line Lender, may in
its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the ClosingAmendment No. 3 Effective Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment;
provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any
Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Revolving Credit Commitment then in effect; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of
such Lender’s Pro Rata Share times the amount of such Swing Line Loan. 
 Notwithstanding the foregoing, before making any Swing
Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing
Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby
grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America
and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person
other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such
Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over
(y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral
requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Loans have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be
returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral. 
 (b) Borrowing Procedures.
Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
(A) 
telephone or (B) Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 Noon (New York City time) on the requested borrowing date and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing)
of the contents thereof. Unless (x) the 

  
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relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York
City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Section 4.01 is not then satisfied or (y) such Swing Line Lender has determined in its sole discretion not to make such Swing Line Loan, then, subject to the terms and
conditions hereof, the Swing Line Lender will, not later than 5:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 
 (c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein
for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.01. The relevant Swing Line Lender shall furnish the Borrower with a copy
of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available
to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation
in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line
Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in
Section 4.01. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

  
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 (d) Repayment of Participations. 

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the
relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing
Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative
Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

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

(g) Provisions Related to Extended Revolving Credit Commitments. If the maturity date shall have occurred in respect of
any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “non-Expiring
Credit Commitment” and collectively, the “non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring maturity
date such Swing Line Loan shall be deemed reallocated to the tranche or tranches of the non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate
credit exposure to exceed the aggregate amount of such non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and
(y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments
at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit
for Swing Line Loans shall be agreed solely with the Swing Line Lender. 
 Section 2.05. Prepayments. 

(a) Optional. (5) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time)
(A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of
$2,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and 

  
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amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt
of each such notice, and of the amount of such Lender’s Pro Rata Share. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to
this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their
respective Pro Rata Shares). 
 (i) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any
time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m.
(New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. 
 Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of
prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans
pursuant to this Section 2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to
repayments thereof required pursuant to Section 2.07(a). 
 (b) Mandatory. (6) Within six (6) Business Days after
financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2012) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall
cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of
(1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving
Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness. 

(i) If (1) the Borrower or any Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property
or assets permitted by Section 7.05(a)(i), (b), (c), (d), (e), (f), (g), (h), (l), (m), (n), (o) or (p)), or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or any Subsidiary of Net Proceeds,
the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of such Net Proceeds an aggregate principal amount of
Term Loans in an amount equal to 100% of all Net Proceeds received; provided that if any Permitted Notes have been issued in compliance with Sections 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations
pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no
greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof. 
 (ii)
If the Borrower or any Subsidiary incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(r)(i) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall
cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Subsidiary of
such Net Proceeds. 
 (iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit
Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid 

  
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Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit
Commitments then in effect. 
 (iv) Except with respect to Loans incurred in connection with any Refinancing Amendment (which shall be
applied as provided in Section 2.16), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any Class of Incremental Term Loans
or Other Term Loans may specify that one or more other Classes of Term Loans may be prepaid prior to such Class of Incremental Term Loans or Other Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses
(i) through (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity and (C) each such
prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment subject to clause (vi) of this Section 2.05(b). 

(v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to
clause (i) or (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the
amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may
reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by
providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative
Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the
Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory
prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower. 
 (vi) Funding Losses, Etc. All prepayments under
this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant
to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this
Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last
day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with
this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply
such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). 
 (vii) Foreign Dispositions.
Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to
Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times
provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the
applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local
law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or
reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has determined in good faith 

  
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that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net
Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any such Net Proceeds so
retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.05(b), the
Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less
the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign
Subsidiary). 
 (viii) Prepayment Premium. At the time of the effectiveness of any Repricing Transaction that is consummated prior to
the date that is six months after the Amendment No. 2 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender with outstanding Term B Loans which are repaid, prepaid or amended
pursuant to such Repricing Transaction (including each Term Lender that withholds its consent (to the extent such consent is required) to such Repricing Transaction and is replaced pursuant to Section 3.07), a fee in an amount equal to 1.0% of the
aggregate principal amount of all Term B Loans prepaid (or replaced) or that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction, as applicable. Such fees shall be due and payable upon the date of the
effectiveness of such Repricing Transaction. 
 Section 2.06. Termination or Reduction of Commitments. 

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from
time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $100,000, as applicable, or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to any reduction of the
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall
not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such
termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed. 

(b) Mandatory. The Additional Term B Commitment of the Additional Term B Lender shall be automatically and permanently reduced to $0
upon the funding of Term B Loans to be made by it on the Amendment No. 1 Effective Date. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date of the Revolving Credit
Facility. 
 (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of
any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of
each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees
accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

Section 2.07. Repayment of Loans. 

(a) Term B Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders with Term B Loans
(i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Amendment No. 1 Effective Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term B
Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date
for the Term B Loans, the aggregate principal amount of all Term B Loans outstanding on such date. 

  
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 (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the
ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of the Borrower’s Revolving Credit Loans under such Facility outstanding on such date. 

(c) Swing Line Loans. The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of
(i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. 

(d) Original Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders holding
Original Term Loans that are not Converted Original Term Loans, the outstanding balance of such Original Term Loans that are not Converted Original Term Loans on the Amendment No. 1 Effective Date. 

Section 2.08. Interest. 

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (which shall not include any Swing Line Loan) shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan (other than a Swing Line
Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans; provided
that from and after the Tranche A Revolving Credit Commitment Effective Date (x) for so long as such Swing Line Loan is held by the Swing Line Lender, such Applicable Rate shall be based on the Applicable Rate with respect to the Tranche A
Revolving Credit Commitments and (y) at any time such Swing Line Loan is held by a Revolving Credit Lender other than the Swing Line Lender, the Applicable Rate shall be based on the Applicable Rate for the type of Revolving Credit Commitment
held by such Revolving Credit Lender. 
 (b) During the continuance of a
Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws;
provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall
be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law. 
 Section 2.09. Fees. 

In addition to certain fees described in Sections 2.03(h) and (i): 

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit
Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of
(A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with
respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender
except to the extent that such commitment fee shall otherwise have been due and 

  
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payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The
commitment fee on the Revolving Credit Facility shall accrue at all times from the
ClosingAmendment No. 3 Effective Date until the Maturity Date for the Revolving Credit Facility with respect to such Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving
Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. 
 (b) Other Fees. The Borrower shall pay
to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed
between the Borrower and the applicable Agent). 
 Section 2.10. Computation of Interest and Fees. 

All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days, or three
hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall,
subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

Section 2.11. Evidence of Indebtedness. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by
one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender
made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of
manifest error. 
 (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by
each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each
Lender and, in the case of such account or accounts, such Lender, under this 

  
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Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is
incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents. 

Section 2.12. Payments Generally. 

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office in Same Day Funds not later than 11:00 a.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided in
Section 2.05(b)(vi) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 11:00 a.m. (New York City
time), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 
 (c) Unless the Borrower or any Lender
has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may
assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds, then: 
 (i) if the Borrower failed to make
such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and 

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the
amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules
governing interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect
of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand
therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.
Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender
hereunder. 
 A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be
conclusive, absent manifest error. 

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

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several
and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan or purchase its participation. 
 (f) Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to,
elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations
outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. 
 (h)
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(c), 2.12(c) or 2.13, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

Section 2.13. Sharing of Payments. 

If, other than as expressly provided in Section 2.05(b)(vi), Section 7.03(r)(ii) or as otherwise provided elsewhere herein, any
Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of
its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or
such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations,
as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant
to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to
such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid
or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by
applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such
purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after 

  
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such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the Obligations purchased. 
 Section 2.14. Incremental Credit
Extensions. 
 (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent
(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or
(b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment
Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under
such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and
(B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than
3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such
Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the
most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as
if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of
(i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount
represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000
in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in
right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than
the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower
and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50
basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and
conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this
Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any
existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or
other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned
or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans
or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to
be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as
appropriate, the other Loan Documents, 

  
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executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent
of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the
provisions of this Section 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this
Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a
portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of
an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and
assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such
Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date
of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional
Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in
accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected
pursuant to the immediately preceding sentence. 
 (b) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01
to the contrary. 
 Section 2.15. Defaulting Lender. 

(a) Reallocation of Defaulting Lender Commitment. If a Lender becomes, and during the period it remains, a Defaulting Lender, the
following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: 
 (i)
the Pro Rata Share of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes
a Defaulting Lender) among the Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that (A) the sum of each Non-Defaulting Lender’s Pro Rata
Share of the Revolving Credit Exposure may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting
Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any L/C Issuer, any Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be
a Non-Defaulting Lender; 
 (ii) to the extent that any portion (the “unreallocated portion”) of the Pro
Rata Share of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, the Borrower will promptly, and in no event later than 1 Business Day after any demand by the Administrative
Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (A)(x) cash collateralize the obligations of the Borrower to the L/C Issuer in respect of such L/C Obligations, in an amount at least equal to the aggregate
amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and the L/C Issuer and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash
collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the L/C
Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and 

  
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 (iii) any amount paid by the Borrower for the account of a Defaulting Lender
under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated,
non-interest bearing account until (subject to Section 2.14) the termination of the Commitments and payment in full of all Obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by
law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any
amounts owing by such Defaulting Lender to the L/C Issuer or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due
and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting
Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in
accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in
full of all Obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. 

(b) Termination of Defaulting Lender Commitments. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender
upon not less than 3 Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Sections 2.10 and 2.12 will apply to all amounts thereafter paid by the Borrower
for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the
Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender may have against such Defaulting Lender. 
 (c)
Cure. If the Borrower, Administrative Agent, the L/C Issuer and the Swing Line Lender agree in writing that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the closing date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in
Section 2.15(a)), (i) such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause such
Lender’s Pro Rata Share to be on a pro rata basis in accordance with their respective Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender and (ii) the cash collateral requirements set forth in this Section 2.15 will terminate and the L/C
Issuer and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and
provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender having been a Defaulting Lender. 
 (d) Notices. The Administrative Agent will promptly send to
each Lender and L/C Issuer a copy of any notice to the Borrower provided for in this Section 2.15. 
 Section 2.16. Refinancing
Amendments. 
 (a) On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional
Refinancing Lender, Indebtedness to refinance or replace all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for all purposes of this clause
(a) will be deemed to include any then outstanding Other Term Loans, Incremental Term Loans, Other Revolving Credit Commitments or Other Revolving Credit Loans), in the form of Other Term Loans, Other Term Loan Commitments, Other Revolving
Credit Commitments, or Other Revolving Credit Loans pursuant to 

  
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a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.16 or otherwise, (i) the Other Term Loans and Other Revolving Credit Loans shall
rank pari passu in right of payment and of security with the Term Loans and Revolving Credit Loans, respectively, (ii) the Other Term Loans shall not mature earlier than the Maturity Date with respect to the Term Loans being refinanced
and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (iii) the other terms and conditions of such Other Term Loans, Other Revolving Credit
Commitments and Other Revolving Loans (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall, taken as a whole, be not materially more favorable to the lenders providing such Other Term Loans, Other Revolving Credit
Commitments and Other Revolving Loans, as applicable, than, those applicable to the Term Loans or Revolving Credit Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date).

 (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those
delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation
agreements and/or such amendments to the Collateral Documents (which may be on a post-closing basis if agreed to by the Administrative Agent in its sole discretion) as may be reasonably requested by the Administrative Agent in order to ensure that
such Indebtedness is provided with the benefit of the applicable Loan Documents. 
 (c) Each issuance of Indebtedness under
Section 2.16(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. 

(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing
Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Indebtedness incurred pursuant thereto and (ii)make such other changes to this Agreement and the
other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative
Agent to enter into any such Refinancing Amendment. 
 Section 2.17. Extension of Term Loans; Extension of Revolving Credit
Loans. 
 (a) Extension of Term Loans. The Borrower may at any time and from time to time request that all or a portion of the
Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been
so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.17. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall
provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall
(x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical
to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later
dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes
of Term Loans hereunder (including Incremental Term Loans, Other Term Loans and Extended Term Loans) with more than five (5) different Maturity Dates; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of
interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment;
(iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the 

  
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establishment of such Extended Term Loans); (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term
Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional
prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (v) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or
mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request; provided, however, that (A) no Default shall have occurred and be continuing at the time a Term Loan Extension
Request is delivered to Lenders, (B) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), and (C) all
documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension
Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as
an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal
amount that is not less than $25,000,000. 
 (b) Extension of Revolving Credit Commitments. The Borrower may, on behalf of the
Borrowers, at any time and from time to time request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a
portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this
Section 2.17. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing
Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such
Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the Existing
Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving
Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Credit Commitments hereunder (including Extended
Revolving Credit Commitments) which have more than five (5) different Maturity Dates; (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate
margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the
applicable Extension Amendment and (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment
(immediately prior to the establishment of such Extended Revolving Credit Commitments); provided, further, that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders,
(B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit
Commitments hereunder, (C) any such Extended Revolving Credit Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and
(D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a
“Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent
provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit
Commitments incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $5,000,000. 

  
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 (c) Extension Request. The Borrower shall provide the applicable Extension Request at
least five (5) Business Days prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or
acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into
Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an
“Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an
“Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as
applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit
Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by
the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term
Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the
Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the
Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election. 

(d) Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment
(each, a “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving
Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.17(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any
Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of
(i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form
of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents (which may, if agreed to by the Administrative Agent, be done on a post-closing basis). The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any
other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled
repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal
amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth
in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and
intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. 

  
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 (e) No conversion of Loans pursuant to any Extension in accordance with this Section 2.17
shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. 
 ARTICLE III 

Taxes, Increased Costs Protection and Illegality 

Section 3.01. Taxes. 

(a) Unless required by applicable Laws (as determined in good faith by the applicable withholding agent), any and all payments made by or on
account of any Loan Party under any Loan Document shall be made free and clear of and without deduction for Taxes. If the Loan Party or other applicable withholding agent shall be required by any Laws to withhold or deduct any Indemnified Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable by such Loan Party shall be increased as necessary so that after all required deductions (including deductions applicable
to additional sums payable under this Section 3.01) have been made, each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall
make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date
of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the relevant Loan Party is the applicable withholding agent, shall furnish to such Agent or Lender (as the case may be)
the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender. 
 (b) In addition, the
Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes, or charges or levies of the same character, imposed by any Governmental Authority, which
arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, other than any such Taxes that are imposed as a result of a
Lender’s voluntary assignment in such Lender’s interest in the Loan hereunder, but only to the extent such assignment-related Taxes are imposed as a result of such Lender’s current or former connection with the jurisdiction imposing
such Taxes (other than any connections arising from such Lender having executed, delivered, enforced, become a party to, performed its obligations or received payments under, received or perfected a security interest under, or engaged in any other
transaction pursuant to, any Loan Document) (the “Other Taxes”). 
 (c) Each of the Loan Parties agrees to indemnify each
Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Agent or such Lender (whether or not such Taxes are correctly or legally imposed) and (ii) any expenses arising therefrom or with respect
thereto, provided such Agent or Lender, as the case may be, provides the relevant Loan Party with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. If the Borrower reasonably believes
that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with Borrower for the Borrower to file for and obtain a refund of
such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, such Lender, or such L/C Issuer, result in any additional costs, expenses or risks or be otherwise disadvantageous to it.

 (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and
the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents.
Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other
appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Unless the applicable withholding
agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the
Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Without limiting the foregoing: 

  
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 (i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the
Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms)
certifying that such Lender is exempt from federal backup withholding. 
 (ii) Each Lender that is not a United States person (as defined in
Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the
Administrative Agent) whichever of the following is applicable: 
 (A) two properly completed and duly signed original copies
of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code, 

(B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

 (C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (A) a certificate substantially in the form of Exhibit I hereto (any such certificate a “United States Tax Compliance Certificate”) to the effect that such Lender is not (1) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (3) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code and (4) no payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by such Lender and (B) two properly completed and duly signed
original copies of Internal Revenue Service Form W-8BEN (or any successor forms), 
 (D) to the extent a Lender is not the
beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation granted by a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service Form W-8IMY (or any
successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if the Lender is
a partnership (and not a participating Lender) and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial owner), or 

(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax
laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a deduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents. 

Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form that such Lender is not legally
eligible to deliver. 
 Each Lender shall deliver to the Borrower and the Administrative Agent two further original copies of any previously
delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent in writing that it is unable to do so. Each Lender shall promptly notify the Administrative Agent in
writing at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. 

  
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 (e) If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Laws and at such
time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary
for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount, if any,
to deduct and withhold from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(f) Solely for purposes of
determining withholding taxes imposed under FATCA, from and after the Amendment No. 3 Effective Date, the Borrower and the Administrative Agent agree to treat (and the Lenders hereby authorize the Administrative Agent to treat) any Loan
Document, any Term Loan and any Loan made under any Revolving Credit Commitment as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

(g)(f) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to
change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would
not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender. 

(h)(g) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or
Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all out-of-pocket expenses of the Lender or Agent,
as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Party, upon the
request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund
to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any
other person. 

(i)(h) For the avoidance of doubt, a “Lender” shall include, for all purposes of this Section 3.01, any L/C Issuer and
any Swing Line Lender. 
 Section 3.02. Illegality. 

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such
Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under
Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.


  
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 Section 3.03. Inability to Determine Rates. 

If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining
the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of
such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed
to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. 

(a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each
case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans (or in the case of Taxes, any Loan) or
(as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased
costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes for which additional amounts would be payable under Section 3.01(a) or which are indemnifiable under Section 3.01(c), or any Excluded Taxes or
(ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurocurrency Rate Loan (or of maintaining its obligations to make
any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand
to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation
thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of
such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail
the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such
Lender for such reduction within fifteen (15) days after receipt of such demand. 
 (c) The Borrower shall pay to each Lender,
(i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Rate funds or deposits, additional interest on the unpaid principal amount of each applicable
Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and
(ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the
funding of any Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan
by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice. 

  
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 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation. 
 (e) If any Lender requests
compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by
such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided,
further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d). 

Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. 

Section 3.05. Funding Losses. 

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable
detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: 

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

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were obtained. 
 Section 3.06. Matters Applicable to All
Requests for Compensation. 
 (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to
the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution
methods. 
 (b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not
be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the
circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the
Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base
Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not
affect the right of such Lender to receive the compensation so requested. 

  
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 (c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert
Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not
possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until
such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: 

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and 

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

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in
Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as
to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility. 

Section 3.07. Replacement of Lenders Under Certain Circumstances. 

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or
3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender
or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such
Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the
case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or
other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment
will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient
(together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the
case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all
Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it;
provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan
Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause (iii). 

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with
respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such


  
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Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning
Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall
be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or
Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to
indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative
Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting
Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender. 

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time
that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably
satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of
Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09. 

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any
provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with
respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders) have agreed to such consent, waiver or
amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” 

Section 3.08. Survival. 

All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender
(including any L/C Issuer) and termination of the Aggregate Commitments and repayment, satisfaction and discharge of all other Obligations hereunder. 

ARTICLE IV 

Conditions Precedent to Credit Extensions 

Section 4.01. All Credit Events After the Closing Date. 

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: 

(i) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true
and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be correct in all respects as so qualified) on and as of the date of such
Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of
such earlier date. 

  
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 (ii) No Default shall exist or would result from such proposed Credit Extension
or from the application of the proceeds therefrom. 
 (iii) The Administrative Agent and, if applicable, the relevant L/C
Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurocurrency Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(i) and (ii) have been satisfied on and as of the date
of the applicable Credit Extension. 
 Section 4.02. First Credit Event. 

Each Lender shall make the Credit Extension to be made by it on the Closing Date subject only to the following conditions precedent, unless
otherwise waived by the Arrangers in their sole discretion: 
 (a) This Agreement shall have been duly executed and delivered
by the Borrower and each Guarantor. 
 (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the
relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 

(c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer,
an opinion of (i) Simpson Thacher & Bartlett LLP, special counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case, dated the Closing Date and addressed to each
L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and substance customary for senior secured credit facilities in transactions of this kind. 

(d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or
organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan
Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a Responsible Officer of Borrower, Holdings and each other Loan Party dated the Closing Date and certifying (A) that
attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly
adopted by the member (or equivalent governing body) of the Borrower or such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of
the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and
countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. 

(e) (i) The Administrative Agent shall have received the (x) results of searches of the Uniform Commercial Code filings
(or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection
Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and
delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Equity Interests of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and
(y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement. 

  
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 (f) The Administrative Agent shall have received a certificate, dated the Closing
Date and signed by the Chief Financial Officer of the Borrower, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the transactions on the Closing Date, are Solvent as of the Closing Date. 

(g) On the Closing Date, the representations and warranties made by the Loan Parties in Article V shall be true and correct in
all material respects. 
 (h) The Lenders shall have received all documentation and other information required by regulatory
authorities with respect to the Borrower reasonably requested by the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; provided that the
Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least 5 Business Days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law. 

(i) The Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. 

(j) All fees required to be paid on the Closing Date pursuant to the Fee Letters and reasonable out-of-pocket expenses, to the
extent invoiced at least three Business Days prior to the Closing Date, shall have been paid. 
 (k) The Senior Notes shall
have been issued or shall be issued simultaneously with the initial funding of Loans on the Closing Date 
 (l) Immediately
following the execution of this Agreement, neither Holdings nor any of its subsidiaries will have any Indebtedness other than the Obligations and Indebtedness permitted under Section 7.03(b), Capitalized Leases permitted under
Section 7.03(e)(i) and Indebtedness permitted under Section 7.03(t). 
 (m) The Administrative Agent shall have received
evidence that each of the Existing Credit Facility and the Continental Cement Indebtedness have been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Facility and the
Continental Cement Indebtedness have been, or concurrently with the Closing Date are being released. 
 ARTICLE V  

Representations and Warranties 

The Borrower and each of the Subsidiary Guarantors party hereto represent and warrant to the Agents and the Lenders at the time of each Credit
Extension that: 
 Section 5.01. Existence, Qualification and Power; Compliance with Laws. 

Each Loan Party and each Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under
the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently
conducted and (ii) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental
licenses, authorizations, consents and approvals to operate its business as currently conducted; except in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

  
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 Section 5.02. Authorization; No Contravention. 

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan
Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents,
(ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person
is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii)(x), to the extent that such violation, conflict, breach, contravention
or payment could not reasonably be expected to have a Material Adverse Effect. 
 Section 5.03. Governmental Authorization; Other
Consents. 
 No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party
of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any
Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations that are necessary to perfect the Liens on the Collateral granted by the
Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not
required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of
which to obtain or make could not reasonably be expected to have a Material Adverse Effect. 
 Section 5.04. Binding Effect.

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

Section 5.05. Financial Statements; No Material Adverse Effect. 

(a) (7) The Audited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its
Subsidiaries as of the dates thereof and its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. 

(i) The Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its
Subsidiaries as of the dates thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject to normal
year-end audit adjustments. 

  
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 (b) The forecasts of income statements of the Borrower and its Subsidiaries which have been
furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being
understood that actual results may vary from such forecasts and that such variations may be material. 
 (c) Since December 31, 2010,
there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

(d) As of the Closing Date, neither Holdings nor any of its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or
contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate,
have had or could reasonably be expected to have a Material Adverse Effect. 
 Section 5.06. Litigation. 

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or
contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect. 
 Section 5.07. No Default. 

Neither the Borrower nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could,
either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 5.08. Ownership of
Property; Liens. 
 (a) The Borrower and each of its Subsidiaries has good record title to, or valid leasehold interests in, or easements
or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that in the aggregate do not
materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. 
 (b) As of the Closing Date, Schedule 5.08 contains a true and complete list
of each Material Real Property owned by the Borrower and the Subsidiaries as of the Closing Date. 
 (c) No Casualty Event. As of the
Closing Date, except as otherwise disclosed to the Administrative Agent, (i) no Loan Party has received any notice of, nor has any knowledge of, the occurrence (and still pending as of the Closing Date) or pendency or contemplation of any
Casualty Event affecting all or any portion of a Mortgaged Property, and (ii) no Mortgage encumbers improved Mortgaged Property that is located in an area that has been identified by the Federal Emergency Management Act as an area having
special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act or otherwise sufficient to comply with Flood Insurance Laws has been obtained in accordance with Section 6.07.

 Section 5.09. Environmental Matters. 

Except as specifically disclosed in Schedule 5.09(a) or except as could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect: 
 (a) each Loan Party and its operation, business, properties and facilities are and have been in
material compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits; 

  
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 (b) the Loan Parties have not received any written notice that alleges any of
them is in violation of or actually or potentially liable under any Environmental Laws, and none of the Loan Parties nor any of their properties or facilities is the subject of any claims, investigations, liens, demands, requests for information or
judicial, administrative or arbitral proceedings pending or, to the knowledge of the Borrower, threatened under any Environmental Law or to revoke or modify any Environmental Permit held by any of the Loan Parties; 

(c) there are no facts, circumstances, occurrences or conditions, including the Release or threat of Release of Hazardous
Materials arising out of or relating to the operations of the Loan Parties or any property or facility owned, leased or operated by any of the Loan Parties or, to the knowledge of the Borrower, any property or facility formerly owned, operated or
leased by the Loan Parties or any of their predecessors in interest, that could reasonably be expected to result in violation by any Loan Party or in any of the Loan Parties incurring liability, under, Environmental Laws; and 

(d) none of the Loan Parties are conducting or paying for, in whole or in part, any investigation, response or other corrective
action under any Environmental Law at any location. 
 Section 5.10. Taxes. 

Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan
Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a withholding agent) and taking into
account applicable extensions, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax audit,
deficiency or assessment known to any Loan Parties against the Loan Parties that would, individually or in the aggregate, have a Material Adverse Effect. 

Section 5.11. ERISA Compliance. 

(a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is
in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws. 
 (b) (i) No ERISA Event has occurred
during the five year period prior to the date on which this representation is made or deemed made; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect. 
 (c) The Pension Plans of the Loan Parties and the Subsidiaries are funded to the extent required by Law, in each
case, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 Section 5.12.
Subsidiaries; Equity Interests. 
 As of the Closing Date, no Loan Party has any material Subsidiaries other than those specifically
disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan
Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the
Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) sets forth the ownership interest of the Borrower and any other Subsidiary thereof in each Subsidiary, including
the percentage of such ownership. 

  
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 Section 5.13. Margin Regulations; Investment Company Act. 

(a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U. 

(b) None of the Borrower, any Person Controlling the Borrower, or any of its Subsidiaries is or is required to be registered as an
“investment company” under the Investment Company Act of 1940. 
 Section 5.14. Disclosure. 

To the best of the Borrower’s knowledge, no report, financial statement, certificate or other written information furnished by or on
behalf of any Loan Party (other than projected financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected financial information, the Borrower represents that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. 

Section 5.15. Labor Matters. 

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor
disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of the Borrower or any of its Subsidiaries have not been in violation of the
Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability
on the books of the relevant party. 
 Section 5.16. Intellectual Property; Licenses, Etc. 

Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its
Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other
intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Subsidiaries, such IP
Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No
advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such
infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower,
presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the
Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect
could not reasonably be expected to have a Material Adverse Effect. 

  
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 Section 5.17. Solvency. 

On the Closing Date after giving effect to the use of proceeds hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are
Solvent. 
 Section 5.18. Security Documents. 

(a) Valid Liens. Each Collateral Document delivered pursuant to Sections 4.02, 6.11 and 6.13 will, upon execution and delivery thereof,
be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and
(i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral
with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security
Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the
extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder. 

(b) PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is properly filed in the United States
Patent and Trademark Office and the United States Copyright Office, to the extent such filings may perfect such interests, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right,
title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement)
registered or applied for with the United States Copyright Office, as the case may be, in each case free and clear of Liens other than Liens permitted under Section 

7.01 hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright
Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights (each as defined in the Security Agreement) registered or applied for by the grantors thereof after the Closing Date). 

(c) Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged
Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage
executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the
provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each
case prior and superior in right to any other Person, other than Liens permitted by hereunder. 
 Notwithstanding anything herein (including
this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability
of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest,
or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee
Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13, the pledge or creation of any security interest, or the effects of perfection or non-perfection the priority or enforceability
of any pledge or security interest. 
 Section 5.19. Senior Debt. 

The Obligations constitute senior indebtedness of the Borrower and each other Loan Party. 

  
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Section 5.20.
OFAC. 

Neither the Borrower, nor any of its Subsidiaries, nor, to the
knowledge of the Borrower and the other Loan Parties, any director, officer, employee, agent or controlled affiliate thereof, is currently the subject of any Sanctions, nor is Holdings or any of its Subsidiaries located, organized or resident in a
Designated Jurisdiction. 
 Section 5.21.
Anti-Corruption Laws.. 

(a)
To the extent applicable, the Borrower and its Subsidiaries have conducted their businesses in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of
1977, as amended and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 

(b)
No part of the proceeds of the Loans will be used, directly or indirectly, (i) by the Borrower in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or
(ii) to the knowledge of the Borrower, to fund any activities (x) of any Person that is then currently the subject of any Sanctions or (y) in any Designated Jurisdiction. 

ARTICLE VI  

Affirmative Covenants 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Cash Management Obligations or obligations
under Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash
Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02 and 6.03) cause each of its Subsidiaries to: 
 Section 6.01. Financial Statements. 

(a) Deliver to the Administrative Agent for prompt further distribution to each Lender as soon as available, but in any event within one
hundred thirty-five (135) days after the end of the fiscal year ending December 31, 2011 and within ninety (90) days after the end of each subsequent fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the
end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; 

(b) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within ninety
(90) days, seventy-five (75) days and sixty (60) days after the end of each of the first three (3) fiscal quarters, respectively, following the Closing Date and within forty-five (45) days after the end of each the first
three (3) fiscal quarters of each fiscal year of the Borrower thereafter, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or
operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all
material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
and 
 (c) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no
later than sixty (60) days after the end of each fiscal year of the Borrower, a detailed 

  
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consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal
year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case
be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of
such Projections, it being understood that actual results may vary from such Projections and that such variations may be material. 

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to
financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or any direct or indirect parent of the Borrower) or (B) the Borrower’s (or any direct or indirect
parent thereof), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is
accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and its Subsidiaries on a
standalone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered
public accounting firm of nationally recognized standing, with respect to the Borrower and its Subsidiaries, in each case, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject
to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit. 

Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(c) and (d) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address
listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent
for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of
the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be
required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of
such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of
such documents from the Administrative Agent and maintaining its copies of such documents. 
 The Borrower hereby acknowledges that
(a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The
Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or
its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger


  
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shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.” 

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON
OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
 Section 6.02. Certificates; Other Information. 

Deliver to the Administrative Agent for prompt further distribution to each Lender: 

(a) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a
duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
 (b) no later than five
(5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with
applicable auditing standards) of an independent registered public accounting firm of nationally recognized standing, with respect to the Borrower and its Subsidiaries, stating that in making the examination necessary therefor no knowledge was
obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; 

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and
registration statements which the Borrower or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in
the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
provided that notwithstanding the foregoing, the obligations in this Section 6.02(c) may be satisfied if such information is publicly available on EDGAR; 

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party
(other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Subsidiaries pursuant
to the terms of the Senior Notes Indenture and any Permitted Refinancing thereof or any Junior Financing Documentation, in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders
pursuant to any clause of this Section 6.02; 

  
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 (e) together with the delivery of each Compliance Certificate pursuant to
Section 6.02(a), (i)in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief
Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or
circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower (to the extent that there have been any changes
in the identity of such Subsidiaries since the Closing Date or the most recent list provided); and 
 (f) promptly, such
additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
through the Administrative Agent may from time to time reasonably request. 
 Section 6.03. Notices. 

Promptly after a Responsible Officer of the Borrower or any Subsidiary Guarantor has obtained knowledge thereof, notify the Administrative
Agent: 
 (a) of the occurrence of any Default; 

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

(c) of the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit,
litigation or proceeding, whether at law or in equity by or before any Governmental Authority with respect to any Loan Document. 
 Each
notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and
(y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. 

Section 6.04. Payment of Obligations. 

(a) Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its Taxes (whether
or not shown on a Tax return), except, in each case, to the extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the failure to pay or
discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (b) Timely and
correctly file all Tax returns required to be filed, except for failures to file that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

Section 6.05. Preservation of Existence, Etc. 

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and
(b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business,
except, in the case of (a) or (b), (i) (other than with respect to the Borrower) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or
(ii) pursuant to a transaction permitted by Section 7.04 or 7.05. 

  
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 Section 6.06. Maintenance of Properties. 

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
(a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted,
and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business. 

Section 6.07. Maintenance of Insurance. 

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons
engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons. 

(b) Requirements of Insurance. On the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after
the Closing Date), the Borrower shall use commercially reasonable efforts to ensure that (i) all such insurance with respect to any Collateral shall provide that no cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (the Borrower shall deliver a copy of the policy (and to the extent any such policy
is renewed, a renewal policy) or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii) all such insurance with respect to any Collateral shall name the Collateral
Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) and loss payee (in the case of property insurance), as applicable. 

(c) Flood Insurance. With respect to each Mortgaged Property, (i) if at any time any “building” (as defined in the Flood
Insurance Laws) is located in an area designated as a “Special Flood Hazard Area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance with a financially
sound and reputable insurer in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, (ii) otherwise comply with the Flood Insurance Laws and (ii) deliver to Administrative Agent
evidence of such insurance. 
 Section 6.08. Compliance with Laws. 

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 6.09. Books and Records. 

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity
with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of the Borrower or a Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may
maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations,
warranties or covenants hereunder). 
 Section 6.10. Inspection Rights. 

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to
examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than records of the Board of Directors of such Loan Party or such Subsidiary), and to 

  
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discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the
reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections
during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such
rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense
(which expense, when no Event of Default has occurred and is continuing, shall not exceed $10,000 per such visit or
inspection); provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any
discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, neither the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or
making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative
Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product. 

Section 6.11. Additional Collateral; Additional Guarantors. 

At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure
that the Collateral and Guarantee Requirement continues to be satisfied, including: 
 (a) Upon (x) the formation or
acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by the Borrower or (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary: 

(i) within sixty (60) days after such formation, acquisition, cessation or designation, or such longer period as the
Administrative Agent may agree in writing in its discretion: 
 (A) cause each such Domestic Subsidiary that is required to
become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements,
Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and
in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local law requirements, with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on
the Closing Date), in each case granting first-priority Liens required by the Collateral and Guarantee Requirement; 
 (B)
cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing
Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank; 
 (C) take and cause such Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership
interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral 

  
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Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents,
and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents; 

(ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such
request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan
Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; 

(iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the
Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that
there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries,
where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and 

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such
request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to
perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the
preceding clause (i), (ii) or (iii) or clause (b) below. 
 (b) Not later than ninety (90) days after the
acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its sole discretion) that is required to be
provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to pre-existing
Collateral Documents, (A) cause such property to be subject to a first-priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties, (B) take, or cause the relevant Loan Party to take, such actions as
shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and
(C) otherwise comply with the requirements of the Collateral and Guarantee Requirement with respect to such Material Real Property. 

(c) Always ensuring that the Obligations are secured by a first-priority security interest in all the Equity Interests of the
Borrower. 
 Section 6.12. Compliance with Environmental Laws. 

(a) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties and facilities to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew
all applicable Environmental Permits; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or
facility in accordance with applicable Environmental Laws. 
 (b) If a Default caused by reason of a breach of Section 5.09 or
Section 6.12(a) shall have occurred or be continuing for more than 20 days after notice thereof by the Administrative Agent to the Borrower without Borrower 

  
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or its Subsidiaries commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Administrative Agent and the Required Lenders
through the Administrative Agent, provide to the Administrative Agent within 45 days after such request, at the sole expense of the Borrower and its Subsidiaries, a commercially reasonable environmental assessment report regarding the matters which
are the subject of such Default, including, where appropriate and subject to any third party consent requirements, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable
to the Administrative Agent or Required Lenders making the request and evaluating any alleged violation of Environmental Law, and when appropriate indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or
action necessary to address such Hazardous Materials. 
 (c) On the Closing Date, provide a certificate of a Responsible Officer certifying
that the Borrower has implemented commercially reasonable measures designed to insure that (i) the Borrower, its Subsidiaries and their respective operations at the facilities and properties owned, leased or otherwise operated by any of them
attain and remain in material compliance with all Environmental Laws, and (ii) each of the Borrower and its Subsidiaries undertakes reasonable efforts to identify and evaluate issues of compliance with and liability under Environmental Laws
prior to acquiring any ownership or leasehold interest in any real property that could reasonably be expected to give rise to any material liability under any Environmental Law on the part of the Borrower or any Subsidiary. 

Section 6.13. Further Assurances and Post-Closing Conditions. 

(a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion),
deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents
and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement,
to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. 
 (b) Within ninety (90) days
after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance
Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any Mortgaged Property is designated a “special flood
hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party
and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the
Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. 
 (c) Promptly upon reasonable
request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral,
and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from
time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral
Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA. 
 Section 6.14.
Maintenance of Ratings. 
 The Borrower shall use commercially reasonable efforts to maintain a public corporate rating from S&P
and a public corporate family rating from Moody’s, in each case in respect of the Borrower, and a public rating of the Facilities by each of S&P and Moody’s. 

  
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 ARTICLE VII  

Negative Covenants 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than Cash Management Obligations or
obligations under Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash
Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date: 

Section 7.01. Liens. 

Neither the Borrower nor its Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other than the following: 
 (a) Liens pursuant to any
Loan Document; 
 (b) Liens existing on the Closing Date; provided that any Lien securing Indebtedness shall only be
permitted to the extent such Lien is listed on Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than
(A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement,
renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03; 

(c) Liens for Taxes that are not overdue for a period of more than thirty (30) days or that are being contested in good
faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP; 

(d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen,
construction contractors or other like Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other
action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent
required by GAAP; 
 (e) (i) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect
of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; 

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for
borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit
and bank guarantees required or requested by any Governmental Authority) incurred in the ordinary course of business; 
 (g)
easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property that do not in the aggregate materially interfere with the ordinary
conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties; 

  
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 (h) Liens securing judgments or orders for the payment of money not constituting
an Event of Default under Section 8.01(h); 
 (i) leases, licenses, subleases or sublicenses granted to others in the
ordinary course of business which (i) do not interfere in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness or (iii) are permitted by Section 7.05;

 (j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs
duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; 

(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course
of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of Law or
under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant
to such banking institutions general terms and conditions; 
 (l) Liens (i) on cash advances in favor of the seller of
any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (n) or, to the extent related to any of the foregoing, Section 7.02(r) to be applied against the purchase price for such Investment, and
(ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the
creation of such Lien; 
 (m) Liens (i) in favor of the Borrower or a Subsidiary on assets of a Subsidiary that is not a
Guarantor or (ii) in favor of the Borrower or any Subsidiary Guarantor; 
 (n) any interest or title of a lessor,
sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; 

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into
by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; 
 (p) Liens
deemed to exist in connection with Investments in repurchase agreements under Section 7.02; 
 (q) Liens encumbering
reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(r) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository
relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of the Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the
ordinary course of business; 

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

(u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created
within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property)
other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for
replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided
by one lender may be cross collateralized to other financings of equipment provided by such lender; 
 (v) Liens on property
of any Subsidiary that is not a Loan Party securing Indebtedness of Holdings, the Borrower or the applicable Subsidiary permitted under Section 7.03; 

(w) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person
becomes a Subsidiary, in each case after the Closing Date (including Capitalized Leases); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not
extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition), and (iii) (a) the obligations secured thereby would not cause the Secured Leverage Ratio to be greater than
3.50
3.75:1.00 (excluding, for purposes of calculating such ratio under this
clause (w), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000), determined on a Pro Forma Basis and (b) the Indebtedness secured
thereby is permitted under Section 7.03(g); 
 (x) (i) zoning, building, entitlement and other land use
regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real
property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole; 

(y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; 

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

(aa) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (u) and (w) of this
Section 7.01; provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and
products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); 

(bb) Liens (which may be Liens on the Collateral so long as any such Liens securing Indebtedness for money borrowed are junior
to the Liens securing the Obligations and any such obligations secured by junior Lien on the Collateral shall be expressly subject to a Second Lien Intercreditor Agreement) securing obligations in an aggregate principal amount outstanding at any
time not to exceed the greater of (x) $50,000,000 and (y) 4.00% of the Consolidated Total Assets of the Borrower and its Subsidiaries; 

  
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 (cc) Liens in favor of the Borrower or a Subsidiary securing Indebtedness (other
than Indebtedness of a Loan Party to a Subsidiary that is not a Loan Party) permitted under Section 7.03(d); 
 (dd)
Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or goods; 
 (ee) Liens securing Permitted Notes issued
pursuant to Section 7.03(r) and any Permitted Refinancings thereof so long as such Liens are subject to the First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement; and 

(ff) Liens on the Collateral securing Indebtedness permitted under Section 7.03(s) to the extent such Liens are subject to
(i) a First Lien Intercreditor Agreement if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations or (ii) a Second Lien Intercreditor Agreement if
such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations. 

Section 7.02. Investments. 

Neither the Borrower nor the Subsidiaries shall directly or indirectly, make or hold any Investments, except: 

(a) Investments by the Borrower or any of its Subsidiaries in assets that were Cash Equivalents when such Investment was
made; 
 (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent
thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of
Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses
(i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $10,000,000; 

(c) Investments (i) by the Borrower or any Subsidiary in any Loan Party and (ii) by any Subsidiary that is not a Loan
Party in any other Subsidiary that is not a Loan Party; 
 (d) Investments (i) consisting of extensions of credit in the
nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other
credits to suppliers in the ordinary course of business; 
 (e) Investments consisting of (x) transactions permitted
under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(d) and (e)) and 7.05 (other than 7.05(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or other acquisitions of Indebtedness of the
Company or a Subsidiary Guarantor not prohibited by Section 7.13; 
 (f) Investments (i) existing or contemplated
on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower or any Subsidiary in the Borrower or any other Subsidiary
and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (f) is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by
Section 7.02; 

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

(h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by
Section 7.05; 
 (i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than
directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or
division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after
giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no
Default exists or would result therefrom); (ii) the Borrower would be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transaction; (iii) except
as set forth in clause (iv) below, the acquired company and its domestic Subsidiaries (subject to the limitations set forth in Section 6.11) will become Guarantors; and (iv) the aggregate amount of Investments made pursuant to this
Section 7.02(i) in Persons that do not become Guarantors shall not exceed at any time outstanding the sum of (1) the greater of $35,000,000 and 2.50% of Consolidated Total Assets and (2) the portion, if any, of the Cumulative Credit
on the date of such election that the Borrower elects to apply to this subsection (i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit
immediately prior to such election and the amount thereof elected to be so applied (any such acquisition, a “Permitted Acquisition”); 

(j) [RESERVED]; 

(k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC
Article 4 customary trade arrangements with customers consistent with past practices; 
 (l) Investments (including debt
obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course
of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 

(m) loans and advances to the Borrower and any other direct or indirect parent of the Borrower, and not in excess of the amount
of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(f), (g) or (j); 

(n) Investments in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof,
and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries (net of any return in respect
of such initial Investment, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (z) the portion, if any, of the Cumulative Credit on the date of such election
that the Borrower elects to apply to this subsection (z), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election
and the amount thereof elected to be so applied; 
 (o) advances of payroll payments to employees in the ordinary course of
business; 
 (p) (i) Investments made in the ordinary course of business and consistent with past practice in connection with
obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business and consistent with past practice and (ii) Investments to the extent that payment for such Investments is made
solely with Equity Interests of the Borrower (or any direct or indirect parent of the Borrower); 

  
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 (q) Investments of a Subsidiary acquired after the Closing Date or of a
corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made
in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its Subsidiaries in such transaction and were in existence
on the date of such acquisition, merger or consolidation; 
 (r) Investments made by any Subsidiary that is not a Loan Party
to the extent such Investments are financed with the proceeds received by such Subsidiary from an Investment in such Subsidiary contemplated pursuant to Section 7.02(n) or permitted by the proviso under Section 7.02(i); and 

(s) Guarantees by the Borrower or any of its Subsidiaries of leases (other than Capitalized Leases) or of other obligations
that do not constitute Indebtedness, in each case entered into in the ordinary course of business. 
 Section 7.03.
Indebtedness. 
 Neither the Borrower nor any of the Subsidiaries shall directly or indirectly, create, incur, assume or suffer to
exist any Indebtedness, except: 
 (a) Indebtedness of any Loan Party under the Loan Documents; 

(b) Indebtedness (i) outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof
and (ii) intercompany Indebtedness outstanding on the Closing Date and any refinancing thereof, of which any amount owed by a Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that
all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; 

(c) Guarantees by the Borrower and any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary of the Borrower
otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing or any Permitted Refinancing thereof shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the
terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in
the subordination of such Indebtedness; 
 (d) Indebtedness of the Borrower or any Subsidiary owing to any Loan Party or any
other Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Subsidiary of a Loan Party) to the extent constituting an Investment permitted by
Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note; 
 (e) (i)
Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Subsidiary prior to or
within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset and any Permitted Refinancing thereof in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 2.25%
of Consolidated Total Assets of the Borrower and its Subsidiaries (together with any Permitted Refinancing thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m)
and (iii) any Permitted Refinancing of any of the foregoing; 

  
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 (f) Indebtedness in respect of Swap Contracts designed to hedge against the
Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof; 

(g) Indebtedness of the Borrower or any Subsidiary assumed in connection with any Permitted Acquisition, provided that
such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured
(except for Liens permitted by Section 7.01(w) securing Indebtedness (together with Permitted Refinancings thereof)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other
than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) the Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants
set forth in Section 7.11; 
 (h) Indebtedness representing deferred compensation to employees of the Borrower or any of
its Subsidiaries incurred in the ordinary course of business; 
 (i) Indebtedness to current or former officers, managers,
consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; 

(j) Indebtedness incurred by the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly
permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including customary earnouts) or other similar adjustments; 

(k) Indebtedness consisting of obligations of the Borrower or any of its Subsidiaries under deferred compensation or other
similar arrangements incurred by such Person in connection with the Original Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder; 

(l) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business and any Guarantees thereof; 

(m) Indebtedness of the Borrower or any of its Subsidiaries, in an aggregate principal amount that at the time of, and after
giving effect to, the incurrence thereof, would not exceed the greater of (x) $75,000,000 and (y) 5.50% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that no more than the greater of $35,000,000 and
2.50% of Consolidated Total Assets of such Indebtedness shall be incurred under this clause (m) by Subsidiaries of the Borrower that are not Loan Parties; 

(n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in
supply arrangements, in each case, in the ordinary course of business; 
 (o) Indebtedness incurred by the Borrower or any of
its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims,
health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any
reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof; 
 (p) obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with past practice; 

  
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 (q) Indebtedness supported by a Letter of Credit, in a principal amount not to
exceed the face amount of such Letter of Credit; 
 (r) (i) Permitted Notes, the Net Proceeds of which are applied to
the permanent repayment of Term Loans pursuant to Section 2.05(b)(iii), (ii) Permitted Notes that are offered and sold on a pro rata basis to all Lenders that are “Qualified Institutional Buyers” (as defined in Rule 144A under
the Securities Act of 1933, as amended) holding Term Loans and in a principal amount not to exceed the amount of Term Loans exchanged for such Permitted Notes pursuant to procedures reasonably acceptable to the Administrative Agent (including
procedures designed to comply with securities laws); provided that any Term Loans exchanged for such Permitted Notes shall be deemed to have been repaid immediately upon the effectiveness of such exchange, and (iii) in the case of
Permitted Notes incurred under any of the foregoing clauses (i) and (ii), Permitted Refinancings thereof; 
 (s)
Permitted Ratio Debt and any Permitted Refinancings thereof; 
 (t) Indebtedness in respect of the Senior Notes and the
Senior Unsecured Notes (including, in each case, any guarantees thereof) and, in each case, any Permitted Refinancing thereof; and 

(u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in clauses (a) through (t) above. 
 For purposes of determining compliance with this
Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (u) above, the Borrower shall, in its sole discretion, classify and
reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all
Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03. 

Section 7.04. Fundamental Changes. 

Neither the Borrower nor any of the Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Original Transactions), except that: 

(a) any Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is
to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person or (ii) one or more other Subsidiaries; provided that when any Person that is a Loan
Party is merging with a Subsidiary, a Loan Party shall be the continuing or surviving Person; 
 (b) (i) any Subsidiary that
is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form if the Borrower
determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a
Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); 
 (c)
any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the
transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other
than Section 7.02(e)) and 7.03, respectively; 

  
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 (d) so long as no Default exists or would result therefrom, the Borrower may
merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such
Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the
Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each
Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor
Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or
restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and
(F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply
with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; 

(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Subsidiary may
merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Subsidiary or the Borrower, which together with each of its
Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; and 

(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition,
the purpose of which is to effect a Disposition permitted pursuant to Section 7.05. 
 Section 7.05. Dispositions. 

Neither the Borrower nor any of the Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any
Disposition (other than as part of or in connection with the Original Transactions), except: 
 (a) (i) Dispositions of
obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of the
Borrower or any of its Subsidiaries and (ii) Dispositions outside the ordinary course of business of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (and for consideration complying with the
requirements applicable to Dispositions pursuant to clause (j) below) in an aggregate amount not to exceed $15,000,000; 

(b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing
any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business; 

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

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

  
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 (e) to the extent constituting Dispositions, the granting of Liens permitted by
Section 7.01, the making of Investments permitted by Section 7.02, mergers, consolidations and liquidations permitted by Section 7.04 (other than Section 7.04(f)) and Restricted Payments permitted by Section 7.06; 

(f) [RESERVED]; 

(g) Dispositions of Cash Equivalents; 

(h) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual
property rights), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole; 

(i) transfers of property subject to Casualty Events; 

(j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition
made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase
price in excess of $5,000,000, the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than
nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (p), (q), (r)(i), (r)(ii), (s), (bb), (ee) and (ff)); provided, however, that for the purposes of this clause (j)(ii), the following
shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary associated with the assets or Subsidiary sold in such
Disposition that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities
received by the Borrower or the applicable Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the
closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which
such non-cash consideration is received) not to exceed $5,000,000 at any time (net of any non-cash consideration converted into cash and Cash Equivalents) and (iii) to the extent the aggregate amount of Net Proceeds received by the Borrower or
its Subsidiaries from Dispositions made pursuant to this Section 7.05(j) in the aggregate exceeds $75,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the next succeeding fiscal year only after the amount
available in such subsequent fiscal year has been fully used), plus any amount available pursuant to this clause (iii) in the next succeeding fiscal year only (which amount will be permanently reduced if used in the current fiscal year) subject
to a maximum of $150,000,000 in any fiscal year, all Net Proceeds in excess of such amount in such fiscal year shall be applied to prepay Term Loans in accordance with Section 2.05(b) and may not be reinvested in the business of the Borrower or
such Subsidiary; 
 (k) Dispositions listed on Schedule 7.05(k); 

(l) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof
in the ordinary course of business; 
 (m) Dispositions of property pursuant to sale-leaseback transactions; provided
that the fair market value of all property so Disposed of after the Closing Date shall not exceed $50,000,000; 
 (n) any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of
the Borrower; 

  
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 (o) Dispositions of Investments in joint ventures to the extent required by, or
made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(p) the unwinding of any Swap Contracts pursuant to its terms; and 

(q) Permitted Asset Swaps; 

provided that any Disposition of any property pursuant to Section 7.05(j) or (m) shall be for no less than the fair market value of such
property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold
free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing. 

Section 7.06. Restricted Payments. 

Neither the Borrower shall, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, declare or make, directly or
indirectly, any Restricted Payment, except: 
 (a) each Subsidiary may make Restricted Payments to the Borrower, and other
Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any other Subsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership
interests of the relevant class of Equity Interests); 
 (b) the Borrower and each Subsidiary may declare and make dividend
payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; 

(c) Restricted Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to the
Original Acquisition Agreement and any earn-out payments so long as the Total Leverage Ratio, on a Pro Forma Basis, would be no greater than 4.00 to 1.00,
(IIii
) in order to satisfy indemnity and other similar obligations under the Original Acquisition Agreement and
(IIIiii) non-compete payments so long as the Borrower is in Pro Forma Compliance with the covenants set forth in Section 7.11; 

(d) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 7.02 (other than 7.02(e)), 7.04 or Section 7.08 (other than Section 7.08(f)); 

(e) repurchases of or redemptions by the Borrower or any Subsidiary of the Borrower of either (i) Equity Interests in
Continental Cement Company, L.L.C., pursuant to the exercise of any option to “put” such Equity Interests or right of redemption of any holder of such Equity Interests or (ii) Equity Interests in the Borrower (or any direct or
indirect parent thereof) or any Subsidiary of the Borrower which are deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(f) the Borrower and each Subsidiary may pay (or make Restricted Payments to allow the Borrower or any other direct or indirect
parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Subsidiary (or of the Borrower or any other such direct or indirect parent thereof) by any future, present or former
employee, officer, director, manager or consultant of such Subsidiary (or the Borrower or any other direct or indirect parent of such Subsidiary) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any
such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription or shareholder
agreement) with any employee, director, officer or consultant of such Subsidiary 

  
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(or the Borrower or any other direct or indirect parent thereof) or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause
(f) shall not exceed $15,000,000 in any calendar year (which shall increase to $25,000,000 subsequent to the consummation of a Qualified IPO of Holdings or any direct or indirect parent thereof, as the case may be) (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30,000,000 in any calendar year (which shall increase to $50,000,000 subsequent to the consummation of a
Qualified IPO of Holdings or any direct or indirect parent thereof, as the case may be)); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: 

(i) to the extent contributed to the Borrower, the Net Proceeds from the sale of Equity Interests of any of the Borrower’s
direct or indirect parent companies, in each case to members of management, managers, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date;
plus 
 (ii) the cash proceeds of key man life insurance policies received by the Borrower or its Subsidiaries;
less 
 (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses
(i) and (ii) of this Section 7.06(f); 
 (g) the Borrower may make Restricted Payments to any direct or
indirect parent of the Borrower: 
 (i) to pay its operating expenses incurred in the ordinary course of business and other
corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership
or operations of the Borrower and its Subsidiaries so long as allocable to such entity in accordance with GAAP, Original Transaction Expenses and any reasonable and customary indemnification claims made by directors or officers of such parent
attributable to the ownership or operations of the Borrower and its Subsidiaries; 
 (ii) the proceeds of which shall be used
by such parent to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; 

(iii) with respect to any taxable year (or portion thereof) with respect to which the Borrower is treated as a disregarded
entity or partnership for U.S. federal, applicable state and/or local income tax
purposes, to fund the income tax liabilities of the Borrower’s direct owner(s) (or, if a direct owner is a pass-through entity, of an indirect owner) for
such taxable year (or portion thereof) resulting from the Borrower being a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes in an aggregate amount assumed to equal the product of (i) the portion of the
Borrower’s net taxable income for such taxable year (or portion
thereof)on a quarterly basis and no later than five
(5) days before the date specified in Section 6655(c)(2) of the Code, in amounts equal to the Tax Amount. The “Tax Amount”, calculated for the period beginning on the start of a relevant taxable year, through the
end of the applicable quarter, is the Highest Partner Tax Amount divided by the Total Percentage Interest for the Partner described in the immediately following sentence. The “Highest Partner Tax Amount” is, with respect to
the Partner receiving the greatest allocation of estimated net taxable income pursuant to the Partnership Agreement as of the date on which the Qualified IPO occurs (relative to its Total Percentage Interest) in the applicable time period,
(A) the estimated aggregate taxable income of Summit Holdings (calculated assuming the tax items attributable to the Borrower are the only tax items of Summit Holdings) allocated to such Partner in such time period (for the avoidance of doubt,
excluding any adjustments under Sections 743(b) of the Code), multiplied by (B) the Assumed Tax Rate; provided, however, that for any period beginning after both (i) the date on which no Blackstone Limited Partner holds Units and
(ii) the earlier of (A) the date on which all Units outstanding as of the Amendment No. 3 Effective Date have become vested (without taking into account any service-based vesting


  
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requirements) or (B) June 30, 2020 (the later of the dates under
(i) and (ii) above, the “Trigger Date”), the calculation of Highest Partner Tax Amount shall be made with reference to Summit Materials, Inc. (regardless of which Partner receives the greatest relative allocation of
estimated net taxable income); provided that , in calculating the “Highest Partner Tax Amount”, the “estimated net taxable income” shall be reduced by any cumulative net
taxable
losslosses
 allocable to each applicable Partner (or its successor) with respect to all prior taxable years (or portions thereof) beginning after the date hereofAmendment No. 3 Effective Date (determined as if all such periods were one period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such loss to be deducted by the applicable Partner against the income of the taxable year in question (or portion
thereof) and (ii) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the deductibility of state and local income
taxes for U.S. federal income tax purposes and the character of the taxable income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to any such direct or indirect owner of the Borrower for the taxable year in
question (or portion thereof);; provided further; if the quarterly distributions permitted under this clause
(iii) with respect to any taxable year exceed (or are less than) the distribution that would have been permitted under this clause (iii) if such distribution had instead been determined on an annual basis (i.e., based on the entirety of
such taxable year, taking into account income allocations on final tax returns), any such excess (or shortfall) shall reduce (in the case of an excess) or increase (in the case of a shortfall) dollar for dollar permitted distributions under this
clause (iii) for the immediately subsequent taxable year (and, if necessary, later taxable years). 

(iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such
section; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property
acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Subsidiaries in order
to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11; 

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

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect
parent thereof to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct or indirect parent thereof) that is directly attributable to the operations of the Borrower and its
Subsidiaries; and 
 (vii) the proceeds of which shall be used to pay customary costs, fees and expenses (other than to
Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and 
 (h) payments made or
expected to be made by the Borrower or any of its Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors,
administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; 

(i) after a Qualified IPO, (i) any Restricted Payment by the Borrower or any other direct or indirect parent of the
Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted Payments of up to 6% per annum of the net proceeds received by (or contributed
to) the Borrower and its Subsidiaries from such Qualified IPO; and 

  
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 (j) so long as no Default has occurred and is continuing or would result
therefrom, the Borrower may make Restricted Payments in an aggregate amount not to exceed when combined with the amount applied to make prepayments of Junior Financing (or any Permitted Refinancing in respect thereof) pursuant to
Section 7.13(a)(v) (x) $50,000,000, plus (y) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been
delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Restricted Payment had been made on the last day of such four quarter period, is less than or equal
to 4.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable
detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. 

Section 7.07. Change in Nature of Business. 

The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, engage in any material line of
business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary thereto (including related, complementary,
synergistic or ancillary technologies) or reasonable extensions thereof. 
 Section 7.08. Transactions with Affiliates. 

Neither the Borrower shall, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, enter into any transaction of any
kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Subsidiaries or any entity that becomes a Subsidiary as a result of such transaction, (b) on
terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Original
Transactions and the payment of fees and expenses (including Original Transaction Expenses) as part of or in connection with the Original Transactions, (d) the issuance of Equity Interests to any officer, director, employee or consultant of the
Borrower or any of its Subsidiaries in connection with the Original Transactions, (e) if no Event of Default is occurring or would result therefrom, the payment of management, monitoring, consulting, transaction and advisory fees (but for
avoidance of doubt, excluding termination fees) in an aggregate amount not to exceed the amount payable pursuant to the terms of the Investor Management Agreement and related indemnities and reasonable expenses, (f) Restricted Payments
permitted under Section 7.06, (g) loans and other transactions among the Borrower and its Subsidiaries and joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its
Subsidiaries in such joint venture) to the extent otherwise permitted under this Article VII, (h) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course
of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (i) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on
behalf of, directors, managers, officers, employees and consultants of the Borrower and its Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to the extent attributable to the ownership or operation
of the Borrower and its Subsidiaries, (j) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material
respect, (k) customary payments by the Borrower and any of its Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in
connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good
faith, (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and the
Subsidiaries, but only to the extent permitted by Section 7.06(g)(iii), (m) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future
director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners,
suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Subsidiaries, in the reasonable determination
of the board of directors or the senior management of the Borrower, or are on terms at least 

  
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as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) any payments required to be made pursuant to the Original Acquisition Agreement and
(p) any termination fees payable pursuant to the Investor Management Agreement not to exceed the amount set forth in the Investor Management Agreement as in effect on the Original Closing Date. 

Section 7.09. Burdensome Agreements. 

The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create,
incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall
not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations
permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such
modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such
Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by
Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and
other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of
any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale
agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e),
(g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash
or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured
Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than
customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect
its obligation or ability to make any payments required hereunder. 
 Section 7.10. Use of Proceeds. 

The proceeds of the Term Loans shall be used together with the proceeds of the Senior Notes to repay the term loans under the Existing Credit
Agreement and to repay the Continental Cement Indebtedness. The proceeds of the Revolving Credit Loans and Swing Line Loans, shall be used to repay the revolving credit loans under the Existing Credit Agreement and terminate all revolving
commitments under the Existing Credit Agreement and for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments. The Letters of Credit shall be used
solely to support obligations of the Borrower and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. 

  
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 Section 7.11. Financial Covenants. 

(a) Consolidated First Lien Net Leverage Ratio. The Borrower shall not permit the Consolidated First Lien Net Leverage Ratio as of the
last day of any Test Period ending during any period set forth in the table below (commencing with the first fiscal quarter completed after the Closing Date) to be greater than the ratio set forth below opposite such period: 

 

					
	 Test Period Ending
	  	Consolidated First Lien
Net Ratio	 
	 April 1, 2012 - December 31, 2012
	  	 	4.75 to 1.0	  
	 January 1, 2013 - June 30, 2014
	  	 	4.75 to 1.0	  
	 July 1, 2014 - June 30, 2015
	  	 	4.50 to 1.0	  
	 July 1, 2015
2014 - and thereafter
	  	 	4.254.50 to 1.0	  

 (b) Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio for any Test
Period set forth below to be less than the ratio set forth below opposite such period: 
  

					
	 Test Period Ending
	  	Interest Coverage Ratio	 
	 April 1, 2012 - December 31, 2012
	  	 	1.75 to 1.0	  
	 January 1, 2013 - December 31, 2014
	  	 	1.70 to 1.0	  
	 Any Test Period ending after January 1, 2015
	  	 	1.85 to 1.0	  

 Section 7.12. Accounting Changes. 

The Borrower shall not make any change in its fiscal year; provided, however, that the Borrower may, upon written notice to the
Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments
to this Agreement that are necessary to reflect such change in fiscal year. 
 Section 7.13. Prepayments, Etc. of Indebtedness.

 (a) The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) any subordinated Indebtedness incurred
under Section 7.03 or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any
subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred
under Section 7.03, such Permitted Refinancing is permitted pursuant to Section 7.03, (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its
direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note,
(iv) prepayments or purchases of Junior Financing with Declined Proceeds as required pursuant to the Junior Financing Documentation and (v) so long as no Default has occurred and is continuing or would result therefrom, prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings (or any Permitted Refinancings in respect thereof) prior to their scheduled maturity in an aggregate amount not to exceed when combined with the amount of
Restricted Payments pursuant to Section 7.06(j), $50,000,000 plus, if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been
delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had
been made on the last day of such four quarter period, is less than or equal to 4.00 to 1.00, the portion, if any, of the Cumulative Credit on such date 

  
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that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of
Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. 
 (b) The Borrower shall not, nor
shall it permit any of its Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation in respect of any Junior
Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). 

Section 7.14. Permitted Activities. 

Holdings shall not engage in any material operating or business activities; provided that the following shall be permitted in any event:
(i) its ownership of the Equity Interests of Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the
ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness, (iv) any public offering of its common stock or any other
issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the
Borrower, (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors and
(ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations and Holdings shall not own any Equity Interests other than those of the
Borrower. 
 ARTICLE VIII 

Events of Default and Remedies 

Section 8.01. Events of Default. 

Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”): 

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of
any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or 

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of
Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that the covenants in Section 7.11 are subject to cure pursuant to Section 8.05; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent or the Required Lenders to the
Borrower; or 
 (d) Representations and Warranties. Any representation, warranty, certification or statement of fact
made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect
when made or deemed made; or 
 (e) Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment
beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding
aggregate principal amount of not less than the Threshold Amount, or (B) 

  
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fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts,
termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to
any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or 
 (f)
Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar
days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days,
or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any
Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or
any material part of the property of the Borrower and its Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or 

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

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral
Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in
writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan
Document; or 
 (j) Change of Control. There occurs any Change of Control; or 

(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.02, 6.11 or 6.13
shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and
security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority is not required pursuant to the
Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to
file Uniform 

  
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Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and
such insurer has not denied coverage; or 
 (l) ERISA. (i) An ERISA Event occurs which has resulted or could
reasonably be expected to result in liability of a Loan Party or a Subsidiary in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Subsidiary or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected
to result in a Material Adverse Effect. 
 Section 8.02. Remedies upon Event of Default. 

If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or
all of the following actions: 
 (a) declare the commitment of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b)
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
 (c) require that the
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 
 (d)
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; 

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any
Lender. 
 Section 8.03. Exclusion of Immaterial Subsidiaries. 

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of
Section 8.01, any reference in any such clause to any Subsidiary or Loan Party shall be deemed not to include any Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause
that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, have assets with a fair market value in excess of 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries (it being agreed that all
Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Subsidiary, for purposes of determining whether the condition specified above is satisfied). 

Section 8.04. Application of Funds. 

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order
(to the fullest extent permitted by mandatory provisions of applicable Law): 

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

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

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

Section 8.05. Borrower’s Right to Cure. 

(a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default or potential Event of
Default under the covenants set forth in Sections 7.11 and at any time until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter
hereunder, the Investors may make a Specified Equity Contribution to Holdings, and Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net
cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than ten (10) days after the date on which financial statements are
required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other
than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. 

(b) (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity
Contribution is made, (ii) no more than four Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to
cause the Borrower to be in Pro Forma Compliance with Section 7.11 for any 

  
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applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Sections 7.11
for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made. 
 ARTICLE IX 

 Administrative Agent and Other Agents 

Section 9.01. Appointment and Authorization of Agents. 

(a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each L/C Issuer hereby authorizes each of the Administrative Agent and the Collateral Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which such Administrative Agent or Collateral Agent is a party, to exercise all rights, powers and remedies that such Administrative Agent or Collateral Agent may have under any such Loan Documents and, in the
case of the Collateral Documents, to act as agent for the Lenders, L/C Issuers and the other Secured Parties under such Collateral Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document,
neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary
relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent
or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties. 
 (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of
“Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. 

(c) Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any
security interest created by the Collateral Documents for and on behalf of or in trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the
Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to
Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall
be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with
respect thereto. 
 (d) In performing its functions and duties hereunder and under the other Loan Documents, each of the Administrative
Agent and the Collateral Agent is acting solely on behalf of the Lenders and the L/C Issuers and its duties are entirely administrative in nature. Each of the Administrative Agent and the Collateral Agent does not assume and shall not be deemed to
have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender, L/C Issuer or holder of any other Obligation. The Administrative
Agent may perform any of its duties under any Loan Document by or through its agents or employees. In the event the Administrative Agent calculates the aggregate amount outstanding under Letters of Credit upon the request of any Lender or L/C
Issuer, the Administrative Agent may make such calculation based on the face amount of all outstanding Letters of Credit. 

  
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 Section 9.02. Delegation of Duties. 

Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document
(including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction). 

Section 9.03. Liability of Agents. 

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its
duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or
for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. 

Section 9.04. Reliance by Agents. 

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, each Agent (a) may treat the payee of any Note as its holder until such Note has
been assigned in accordance with Section 10.07, (b) may rely on the Register to the extent set forth in Section 10.07, (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation
to any Lender or L/C Issuer and shall not be responsible to any Lender or L/C Issuer for any statements, warranties or representations made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other
Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or
as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or L/C Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the
attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur
no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a facsimile or electronic mail) or any 

  
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telephone message believed by it to be genuine and signed or sent by the proper party or parties. Each Agent shall in all cases be fully rotected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders. 
 (b) For purposes of determining compliance with the conditions specified in
Section 4.01 with respect to Credit Extensions on the Closing Date or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

 Section 9.05. Notice of Default. 

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in
the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of
Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders. 

Section 9.06. Credit Decision; Disclosure of Information by Agents. 

Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter
taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for
notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any Agent-Related Person. 

Section 9.07. Indemnification of Agents. 

Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the
extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it;
provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by
the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the
Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further, that any 

  
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obligation to indemnify an L/C Issuer pursuant to this Section 9.07 shall be limited to Revolving Credit Lenders only. In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the
Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking
in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be. 

Section 9.08. Agents in Their Individual Capacities. 

Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its respective Affiliates as though Bank of America were not the Administrative Agent, the Collateral Agent or
an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under any obligation to provide such information to
them. With respect to its Loans, Bank of America and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Collateral
Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity. Any successor to Bank of America as the Administrative Agent or the Collateral Agent shall also have the rights
attributed to Bank of America under this paragraph. 
 Section 9.09. Successor Agents. 

Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon
ten (10) days’ notice to the Lenders and the Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Borrower may remove such Defaulting
Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as
applicable in the case of a resignation, and the Borrower, in the case of a removal, may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its
appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or
“Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as
the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as
the Administrative Agent or the Collateral Agent by the date which is ten (10) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice
of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent
hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above 

  
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(except that in the case of any collateral security held by a resigning Collateral Agent under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral
security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing
statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the
retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral
Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent or the Collateral Agent. 
 Section 9.10. Administrative Agent May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or
otherwise: 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of
the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, the Collateral Agent
and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b)
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, curator,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents
and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

Section 9.11. Collateral and Guaranty Matters. 

The Lenders irrevocably agree: 

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan
Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and
payable and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all 

  
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Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted
hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the
Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the
Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and the transferee is a Foreign
Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or
(iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; 

(b) the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any
Loan Document on any assets that are excluded from the Collateral; 
 (c) that any Guarantor shall be automatically released
from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (b) of the definition thereof unless the Borrower delivers a written request to the Administrative
Agent for such release and no Default has occurred and is continuing at such time) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in
respect of any Junior Financing; and 
 (d) (x) the Collateral Agent may, without any further consent of any Lender, enter
into or amend (i) a First Lien Intercreditor Agreement with the collateral agent or other representative of the holders of Permitted Notes issued pursuant to Section 7.03(r) or Permitted Ratio Debt issued or incurred pursuant to
Section 7.03(s), in each case, that are intended to be secured on a pari passu basis with the Obligations and/or (ii) a Second Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of
Permitted Ratio Debt or other Indebtedness that is permitted to be secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations that is permitted by Section 7.03, (y) the Collateral Agent may rely exclusively on
a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall be binding
on the Secured Parties. 
 Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm
in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the
Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. 

Section 9.12. Other Agents; Arrangers and Managers. 

None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,”
“documentation agent,” “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other
Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 

  
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 Section 9.13. Appointment of Supplemental Agents. 

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in
case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted
herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or
institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”). 

(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power,
privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental
Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant
and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of
this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent
and/or such Supplemental Agent, as the context may require. 
 (c) Should any instrument in writing from any Loan Party be required by any
Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to it or its such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and
deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights,
powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent. 

Section 9.14. Withholding Tax Indemnity. 

To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any
applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of
any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the
exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to
Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred,
including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of,
a Lender, the termination of the Agreement and the repayment, satisfaction or discharge of all other Obligations. Each Lender authorizes the Administrative Agent to set off and apply any and all amounts owing to such Lender under any Loan Document
against any amount due to the Administrative Agent under this Section 9.14. For the avoidance of doubt, a “Lender” shall, for all purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender. 

  
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 ARTICLE X  

Miscellaneous 

Section 10.01. Amendments, Etc. 

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment or waiver contemplated in clauses (i) or (j) below, which shall only
require the consent of the Required Facility Lenders under the applicable Facility, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall: 

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it
being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); 

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under
Section 2.07 or 2.08 (other than pursuant to Section 2.08(b)) without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of
the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it further being understood that any change to the definition of “Consolidated First Lien Net Leverage Ratio,”
“Interest Coverage Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest; 

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to
clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each
Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed, it further being understood that any change to the definition of “Consolidated First Lien Net Leverage Ratio,” “Interest Coverage Ratio,”
“Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest; provided that, only the consent of the
Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; 

(d) change any provision of this Section 10.01, the definition of “Required Lenders,” “Required Facility
Lenders,” “Required Class Lenders,” Section 8.04 or the definition of “Pro Rata Share” or Section 2.12(a), 2.12(g) or 2.13 without the written consent of each Lender directly affected thereby; 

(e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of
the Collateral in any transaction or series of related transactions, without the written consent of each Lender; 
 (f) other
than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; 

(g) without the written consent of each Lender adversely affected thereby, amend the portion of the definition of
“Interest Period” that reads as follows: “one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter”; or 

  
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 (h) waive or modify any mandatory prepayment of the Term Loans required under
Section 2.05 without the written consent of the Required Class Lenders; 
 (i) (1) waive any condition set forth in
Section 4.01 as to any Credit Extension under one or more Revolving Credit Facilities or (2) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Revolving Credit Facilities and does not
directly affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Revolving Credit Facility or Facilities (and in the case of multiple Facilities which are affected,
such Required Facility Lenders shall consent together as one Facility); provided, however, that the waivers described in this clause (i) shall not require the consent of any Lenders other than the Required Facility Lenders under
such Facility or Facilities; or 
 (j) amend, waive or otherwise modify any term or provision (including the availability and
conditions to funding under Section 2.14 with respect to Incremental Term Loans and Revolving Commitment Increases and the rate of interest applicable thereto) which directly affects Lenders of one or more Incremental Term Loans or Revolving
Commitment Increases and does not directly affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Incremental Term Loans or Revolving Commitment Increases (and in the
case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided, however, that the waivers described in this clause (j) shall not require the consent of any Lenders
other than the Required Facility Lenders under such applicable Incremental Term Loans or Revolving Commitment Increases; 
 and provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit
Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of
such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the
rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. 

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or 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 and the Revolving Credit Loans 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. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the
applicable Swing Line Lender(s) and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby. 

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars
(“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable
Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to
Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other
terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to
provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing. 

  
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 Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting
Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender
hereunder will not be taken into account in determining whether the Required Class Lenders, the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Required Class
Lenders” and “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such
Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of
interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. 

Notwithstanding anything to the contrary contained in this Section 10.01, the Borrower and the Administrative Agent may without the input
or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Section 2.14. 

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents
executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at
the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities,
omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. 

Notwithstanding anything to the contrary contained in this Section 10.01, no Lender consent is required to effect any amendment or
supplement to any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of Permitted Notes or
Permitted Ratio Debt and, in each case, any Permitted Refinancings thereof, as expressly contemplated by the terms of such First Lien Intercreditor Agreement, such Second Lien Intercreditor Agreement or such other intercreditor agreement or
arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative
Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. 

Section 10.02. Notices and Other Communications; Facsimile Copies. 

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other
Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 
 (i)
if to the Borrower or the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other
address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and 

  
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 (ii) if to any other Lender, to the address, facsimile number, electronic mail
address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative
Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender. 
 All such notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of
Section 10.02(d)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and a Swing Line Lender pursuant to Article II shall not be effective until actually
received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. 
 (b)
Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have
the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. 
 (c)
Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by
or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given
by or on behalf of the Borrower in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral
Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording. 

(d) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor. 
 Section 10.03. No Waiver; Cumulative
Remedies. 
 No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by Law. 

  
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 Section 10.04. Attorney Costs and Expenses. 

The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Bookrunners,
the Arrangers , the Amendment No. 1 Arranger and, the Amendment No. 1 Joint
Bookrunners, the Amendment No. 3 Arranger and the Amendment No. 3 Bookrunner for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all
Attorney Costs, which shall be limited to Cahill Gordon & Reindel LLP
(and one local counsel in each applicable jurisdiction and, in the event of a conflict of interest, one additional counsel of each type to the affected parties)) and (b) from and after
the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Bookrunners, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner and each Lender
for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents
(including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the
Administrative Agent, Joint Bookrunners, Arrangers and, Amendment No. 1
Arranger, Amendment No. 3 Arranger and Amendment No. 3 Bookrunner
(and one local counsel in each applicable jurisdiction and, in the event of any conflict of interest, one additional counsel of each type to the affected parties)). The foregoing costs and
expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth
such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business
Days of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole
discretion. 
 Section 10.05. Indemnification by the Borrower. 

Whether or not the transactions contemplated hereby are consummated, from and after the Closing Date, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively, the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs which shall be limited to
Attorney Costs of one counsel to the Administrative Agent, the Joint Bookrunners, the Arrangers , the Amendment No. 1 Arranger,
the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger and the Amendment No. 1 Joint
Bookrunners3 Bookrunner and one counsel to the other Lenders (and
one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel of each type to the affected parties)) of any kind or nature whatsoever which may at any time be imposed on, incurred by
or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any
refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or
Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any
Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence 

  
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of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee,
counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (y) a material breach of its obligations under the Loan Documents by such Indemnitee or of any
affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use
by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any
special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an
investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of
any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under
any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such
amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in
this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of, or assignment of rights by, any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes resulting from any non-Tax claim, shall be covered by Sections 3.01 and 3.04 and shall not be covered by this
Section 10.05. 
 Section 10.06. Payments Set Aside. 

To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or
such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each
Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per
annum equal to the applicable Federal Funds Rate from time to time in effect. 
 Section 10.07. Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
and the Administrative Agent (except as permitted by Section 7.04) and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible
Assignee”) and (A) in the case of any Assignee that, immediately prior to or upon giving effect to such assignment, is an Affiliated Lender, Section 10.07(k), (B) in the case of any Assignee that is Holdings or any of its
Subsidiaries, Section 10.07(l), or (C) in the case of any Assignee that, immediately prior to or upon giving effect to such assignment, is a Debt Fund Affiliate, Section 10.07(o), (ii) by way of participation in accordance with
the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations and in Swing Line Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

(A) the Borrower, provided that no consent of the Borrower shall be required for (i) an assignment of all or a
portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender, (iii) if an Event of Default under
Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee and (iv) an assignment of a Term Loan to any institution that committed during the primary syndication of the Loans or its Affiliates; provided that
the Borrower shall be deemed to have consented to any assignment of a Term Loan unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; 

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to a Lender with a Commitment in respect of the applicable Facility or an Approved Fund; 

(C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers
shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and 
 (D) the
Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent. 

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

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $2,500,000 (in the case of each Revolving Credit Loan) or $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of
$1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee; and 

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities
on a non-pro rata basis among such Facilities. 
 (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder 

  
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shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with Section 10.07(e). 
 (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption and each Affiliated Lender Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Agent, at any reasonable time and from time to time upon reasonable
prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related
Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether
any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Term Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall (i) promptly (and in any
case, not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.01) provide to the Administrative Agent, a complete
list of all Affiliated Lenders holding Term Loans at such time and (ii) not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant
to Section 10.01, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Term Loans at such time. 

(e) Any Lender may at any time sell participations to any Person (other than a natural person, Holdings or any of its Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this
Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and
limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(d)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c).
To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest
amounts) of each participant’s interest in the Loans or other Obligations under this Agreement (the “Participant Register”). 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 

  
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notice to the contrary. No Lender shall have any obligation to disclose all or any part of a Participant Register (including the identity of any Participant or any information relating to the
Participant’s interest in any Commitments, Loans, Letters of Credit or other Obligation under this Agreement) to any Person except to the extent that such disclosure is necessary to establish in connection with a Tax audit that any such
Commitment, Loan, Letter of Credit or other Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed
(for the avoidance of doubt, the Borrower shall have a reasonable basis for withholding consent if there would be materially increased indemnification obligations immediately after the participation. 

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make
all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to
the requirements and the limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(d)), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the
costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, unless the grant to the SPC was made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed (for the
avoidance of doubt, the Borrower shall have a reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification
of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of
its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any
surety or Guarantee or credit or liquidity enhancement to such SPC. 
 (i) Notwithstanding anything to the contrary contained herein,
without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any
Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations
or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations
under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise. 
 (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon
thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the


  
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relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C
Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or
Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If
an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain
all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). 
 (k) Any Lender may, so long as
no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated
Lender through (x) Dutch auctions open to all Lenders on a pro rata basis or (y) open market purchase on a non-pro rata basis, in each case subject to the following limitations: 

(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the
Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment and Assumption”); 

(ii) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and
will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its
Loans or Commitments required to be delivered to Lenders pursuant to Article II; 
 (iii) each Affiliated Lender that
purchases any Term Loans pursuant to clause (x) above shall represent and warrant to the seller, or shall make a statement that such representation cannot be made, that it does not possess material non-public information with respect to
Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information); 

(iv) the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders at the time of any assignment to
an Affiliated Lender shall not exceed 20% of the principal amount of all Term Loans at such time outstanding (the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in the
aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and 

(v) as a condition to each assignment pursuant to this clause (k), the Administrative Agent shall have been provided a notice
in the form of Exhibit M (an “Affiliated Lender Notice”) to this Agreement in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would constitute an Affiliated
Lender pursuant to which such Affiliated Lender shall waive any right to bring any action in connection with such Term Loans against the Administrative Agent, in its capacity as such. 

Each Affiliated Lender agrees to notify the Administrative Agent promptly (and in any event within 10 Business Days) if it acquires any Person
who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender. Such notice shall contain the type of information required and be
delivered to the same addressee as set forth in Exhibit M. 

  
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 (l) Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at
any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to Holdings, the Borrower or any other Subsidiary of Holdings through (x) Dutch auctions open to all Lenders on a pro rata basis or
(y) notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided, that, in connection with assignments pursuant to clause (y) above: 

(i) if Holdings is the assignee, upon such assignment, transfer or contribution, Holdings shall automatically be deemed to have
contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; or 

(ii) if the assignee is the Borrower or any other Subsidiary of Holdings (including through any deemed contribution pursuant to
clause (i) above), (a) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower or such Subsidiary shall be deemed automatically cancelled and
extinguished on the date of such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Loans then held by the
Borrower and (c) the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation
of the applicable Term Loans in the Register. 
 (m) Notwithstanding anything in Section 10.01 or the definition of “Required
Lenders,” “Required Class Lenders,” or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders and Required Class Lenders (in respect of a Class of Term Loans) have
(i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(n), any plan
of reorganization pursuant to the U.S. Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking
any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action
and: 
 (A) all Term Loans held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of
calculating whether the Required Lenders and Required Class Lenders (in respect of a Class of Term Loans) have taken any actions; and 

(B) all Term Loans held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all
Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders. 

(n) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that and each
Affiliated Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such
Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole
discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated
Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to
treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders. 

(o) Although Debt Fund Affiliates shall be Eligible Assignees and shall not be subject to the provisions of Section 10.07(m) or (n), any
Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, a Debt Fund Affiliate only through (x) Dutch auctions open
to all Lenders on a pro rata basis (for the avoidance of doubt, without requiring any representation as to the possession of material non-public information by such Affiliate and without 

  
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regard to whether a Default or an Event of Default has occurred and is continuing) or (y) open market purchase on a non-pro rata basis. Notwithstanding anything in Section 10.01 or the
definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of
the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or
refrain from taking any action) with respect to or under any Loan Document, all Term Loans, Revolving Credit Commitments and Revolving Credit Loans held by Debt Fund Affiliates may not account for more than 50% (pro rata among such Debt Fund
Affiliates) of the Term Loans, Revolving Credit Commitments and Revolving Credit Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.01. 

Section 10.08. Confidentiality. 

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed
(a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or
self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or
similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower),
to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement;
(f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Arranger, any
Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Investor or their respective related parties (so long as such source is not known to the Administrative Agent, such
Arranger, such Lender, the L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance
Commissioners or any other similar organization and including any self-regulatory body having or claiming oversight over the Administrative Agent’s, any Arranger’s, any Lender’s, the L/C Issuer’s or any of their respective
Affiliates’ businesses or operations) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any
Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; or (j) in connection with the exercise of any remedies hereunder, under any other Loan
Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the
purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment
advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other
than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential or is
delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. 
 Section 10.09. Setoff. 

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the
Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general 

  
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or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or
the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of
whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the
applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the
Administrative Agent, the Collateral Agent and such Lender may have at Law. 
 Section 10.10. Interest Rate Limitation. 

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

Section 10.11. Counterparts. 

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

Section 10.13. Survival of Representations and Warranties. 

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or
any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 

  
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 Section 10.14. Severability. 

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. 
 Section 10.15. GOVERNING LAW. 

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE
MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

Section 10.16. WAIVER OF RIGHT TO TRIAL BY JURY. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

Section 10.17. Binding Effect. 

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been
notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and
their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of
the Lenders except as permitted by Section 7.04. 

  
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 Section 10.18. USA Patriot Act. 

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower
and each Guarantor, which information includes the name, address and tax
identification number of the Borrower and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower
and such Guarantor in accordance with the USA Patriot Act. The Borrower
shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative
Agent. 
 Section 10.19. No Advisory or Fiduciary Responsibility. 

In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner, the Joint
Bookrunners and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint
Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner, the Joint Bookrunners and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, is not the financial advisor, agent or fiduciary, for the
Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner, the Joint
Bookrunners or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in
writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its
Affiliates on other matters) and none of the Agents, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint
Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner, the Joint Bookrunners or the Lenders has
any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Amendment
No. 1 Arranger, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3
Bookrunner, the Arrangers, the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may
conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Arrangers, the Amendment No. 1 Arranger, the Amendment No. 1 Joint
Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3 Bookrunner, the Joint Bookrunners or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers, the Amendment
No. 1 Arranger, the Amendment No. 1 Joint Bookrunners, the Amendment No. 3 Arranger, the Amendment No. 3
Bookrunner, the Joint Bookrunners and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. 

Section 
10.20. Electronic Execution of Assignments and Certain Other
Documents. 

The words
“execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, 

  
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Swing Line Loan Notices, waivers and consents) shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the
Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 
 ARTICLE XI  

Guarantee 

Section 11.01. The Guarantee. 

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured
Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest,
fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on
the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or the
Borrower or any Subsidiary under any Secured Hedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed
Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. 

Section 11.02. Obligations Unconditional. 

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by
applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or
any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not
alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: 

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

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

  
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 (iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or
any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or 
 (v) the release of
any other Guarantor pursuant to Section 11.09 or otherwise. 
 The Guarantors hereby expressly waive diligence, presentment, demand of
payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other
agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the
creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time
to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the
Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns,
notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. 

Section 11.03. Reinstatement. 

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise. 
 Section 11.04. Subrogation; Subordination. 

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and
termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by
subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or
7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness. 

Section 11.05. Remedies. 

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this
Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of
Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01. 

  
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 Section 11.06. Instrument for the Payment of Money. 

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and
agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. 

Section 11.07. Continuing Guarantee. 

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

Section 11.08. General Limitation on Guarantee Obligations. 

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state,
federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and
not subordinated to the claims of other creditors as determined in such action or proceeding. 
 Section 11.09. Release of
Guarantors. 
 If, in compliance with the terms and provisions of the Loan Documents, Equity Interests of any Subsidiary Guarantor (a
“Transferred Guarantor”) are sold or otherwise transferred, following which transfer such Subsidiary Guarantor ceases to be a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be
automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall
reasonably request, the Collateral Agent shall take such actions as are necessary to effect the releases described in this Section 11.09. 

When all Commitments hereunder have terminated, and all Loans or other Obligation hereunder which are accrued and payable have been paid or
satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the
applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this
Agreement. 
 Section 11.10. Right of Contribution. 

Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment
made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuer,
the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 

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

			
	SUMMIT MATERIALS INTERMEDIATE HOLDINGS, LLC
		
	By:		  

			Name:
			Title:
	
	SUMMIT MATERIALS, LLC
		
	By:		  

			Name:
			Title:



  
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	[EACH GUARANTOR]
		
	By:		  

			Name:
			Title:



  
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	BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and as a Lender
		
	By:		  

			Name:
			Title:



  
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