EX-10.1




 Exhibit 10.1 

POSTING VERSION 
 DEAL CUSIP
NUMBER: 58958EAA7 
 REVOLVER CUSIP NUMBER: 58958EAB5 

$200,000,000 REVOLVING CREDIT FACILITY 

AMENDED AND RESTATED CREDIT AGREEMENT 

by and among 
 MERIDIAN
BIOSCIENCE, INC., 
 as Borrower, 

THE GUARANTORS PARTY HERETO, 
 THE
LENDERS PARTY HERETO, 
 PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, 

PNC CAPITAL MARKETS LLC, 
 as Joint
Lead Arranger and Sole Bookrunner, 
 and 

FIFTH THIRD BANK, NATIONAL ASSOCIATION 

as Joint Lead Arranger and Syndication Agent 

Dated as of October 25, 2021 











 TABLE OF CONTENTS 

 

									
	 	 	 	  	Page
			
	1.	 	CERTAIN DEFINITIONS	  	1
				
		 	1.1	 	Certain Definitions	  	1
				
		 	1.2	 	Construction	  	36
				
		 	1.3	 	Accounting Principles; Changes in GAAP	  	36
				
		 	1.4	 	Successor LIBOR Rate Index	  	37
				
		 	1.5	 	Divisions	  	38
				
		 	1.6	 	Certain Calculations	  	38
			
	2.	 	REVOLVING CREDIT AND SWING LOAN FACILITIES	  	38
				
		 	2.1	 	Revolving Credit Commitments	  	38
					
		 		 	2.1.1	  	Revolving Credit Loans	  	38
					
		 		 	2.1.2	  	Swing Loan Commitment	  	39
				
		 	2.2	 	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans	  	39
				
		 	2.3	 	Commitment Fees	  	39
				
		 	2.4	 	Reduction of Revolving Credit Commitments	  	40
				
		 	2.5	 	Revolving Credit Loan Requests; Swing Loan Requests	  	40
					
		 		 	2.5.1	  	Revolving Credit Loan Requests	  	40
					
		 		 	2.5.2	  	Swing Loan Requests	  	40
				
		 	2.6	 	Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans	  	40
					
		 		 	2.6.1	  	Making Revolving Credit Loans	  	40
					
		 		 	2.6.2	  	Presumptions by the Administrative Agent	  	41
					
		 		 	2.6.3	  	Making Swing Loans	  	41
					
		 		 	2.6.4	  	Repayment of Revolving Credit Loans	  	41
					
		 		 	2.6.5	  	Borrowings to Repay Swing Loans	  	41
					
		 		 	2.6.6	  	Swing Loans Under Cash Management Agreements	  	42
					
		 	2.7	 	Notes	  		  	42
				
		 	2.8	 	Use of Proceeds	  	42
				
		 	2.9	 	Letter of Credit Subfacility	  	42
					
		 		 	2.9.1	  	Issuance of Letters of Credit	  	42
					
		 		 	2.9.2	  	Letter of Credit Fees	  	44
					
		 		 	2.9.3	  	Disbursements, Reimbursement	  	44
					
		 		 	2.9.4	  	Repayment of Participation Advances	  	45


  
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	 	 	 	  	Page	 
					
		 		 	2.9.5	  	Documentation	  	 	46	
					
		 		 	2.9.6	  	Determinations to Honor Drawing Requests	  	 	46	
					
		 		 	2.9.7	  	Nature of Participation and Reimbursement Obligations	  	 	46	
					
		 		 	2.9.8	  	Indemnity	  	 	47	
					
		 		 	2.9.9	  	Liability for Acts and Omissions	  	 	47	
					
		 		 	2.9.10	  	Issuing Lender Reporting Requirements	  	 	49	
					
		 		 	2.9.11	  	Cash Collateral	  	 	49	
				
		 	2.10	 	Defaulting Lenders	  	 	49	
				
		 	2.11	 	Incremental Loans	  	 	51	
			
	3.	 	INTENTIONALLY OMITTED	  	 	54	
			
	4.	 	INTEREST RATES	  	 	54	
				
		 	4.1	 	Interest Rate Options	  	 	54	
					
		 		 	4.1.1	  	Revolving Credit Interest Rate Options; Swing Line Interest Rate	  	 	54	
					
		 		 	4.1.2	  	Rate Quotations	  	 	54	
				
		 	4.2	 	Interest Periods	  	 	54	
					
		 		 	4.2.1	  	Amount of Borrowing Tranche	  	 	54	
					
		 		 	4.2.2	  	Renewals	  	 	54	
				
		 	4.3	 	Interest After Default	  	 	54	
					
		 		 	4.3.1	  	Letter of Credit Fees, Interest Rate	  	 	55	
					
		 		 	4.3.2	  	Other Obligations	  	 	55	
					
		 		 	4.3.3	  	Acknowledgment	  	 	55	
				
		 	4.4	 	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available	  	 	55	
					
		 		 	4.4.1	  	Unascertainable	  	 	55	
					
		 		 	4.4.2	  	Illegality; Increased Costs; Deposits Not Available	  	 	55	
					
		 		 	4.4.3	  	Administrative Agent’s and Lender’s Rights	  	 	55	
					
		 		 	4.4.4	  	Benchmark Replacement Setting	  	 	56	
				
		 	4.5	 	Selection of Interest Rate Options	  	 	58	
				
	5.	 	PAYMENTS	  		  	 	58	
				
		 	5.1	 	Payments	  	 	58	
				
		 	5.2	 	Pro Rata Treatment of Lenders	  	 	58	
				
		 	5.3	 	Sharing of Payments by Lenders	  	 	59	
				
		 	5.4	 	Presumptions by Administrative Agent	  	 	59	


  
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	 	 	 	  	Page	 
				
		 	5.5	 	Interest Payment Dates	  	 	59	
				
		 	5.6	 	Voluntary Prepayments	  	 	60	
					
		 		 	5.6.1	  	Right to Prepay	  	 	60	
					
		 		 	5.6.2	  	Replacement of a Lender	  	 	60	
					
		 		 	5.6.3	  	Designation of a Different Lending Office	  	 	61	
				
		 	5.7	 	Reserved	  	 	61	
				
		 	5.8	 	Increased Costs	  	 	61	
					
		 		 	5.8.1	  	Increased Costs Generally	  	 	61	
					
		 		 	5.8.2	  	Capital Requirements	  	 	62	
					
		 		 	5.8.3	  	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans	  	 	62	
					
		 		 	5.8.4	  	Delay in Requests	  	 	62	
					
		 	5.9	 	Taxes	  		  	 	63	
					
		 		 	5.9.1	  	Issuing Lender	  	 	63	
					
		 		 	5.9.2	  	Payments Free of Taxes	  	 	63	
					
		 		 	5.9.3	  	Payment of Other Taxes by the Loan Parties	  	 	63	
					
		 		 	5.9.4	  	Indemnification by the Loan Parties	  	 	63	
					
		 		 	5.9.5	  	Indemnification by the Lenders	  	 	63	
					
		 		 	5.9.6	  	Evidence of Payments	  	 	63	
					
		 		 	5.9.7	  	Status of Lenders	  	 	64	
					
		 		 	5.9.8	  	Treatment of Certain Refunds	  	 	65	
					
		 		 	5.9.9	  	Survival	  	 	66	
				
		 	5.10	 	Indemnity	  	 	66	
				
		 	5.11	 	Settlement Date Procedures	  	 	66	
			
	6.	 	REPRESENTATIONS AND WARRANTIES	  	 	67	
				
		 	6.1	 	Representations and Warranties	  	 	67	
					
		 		 	6.1.1	  	Organization and Qualification; Power and Authority; Compliance With	  			
					
		 		 		  	Laws; Title to Properties; Event of Default	  	 	67	
					
		 		 	6.1.2	  	Subsidiaries and Owners; Investment Companies	  	 	67	
					
		 		 	6.1.3	  	Validity and Binding Effect	  	 	67	
					
		 		 	6.1.4	  	No Conflict; Material Agreements; Consents	  	 	68	
					
		 		 	6.1.5	  	Litigation	  	 	68	
					
		 		 	6.1.6	  	Financial Statements	  	 	68	


  
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	 	 	 	  	Page	 
					
		 		 	6.1.7	  	Margin Stock	  	 	69	
					
		 		 	6.1.8	  	Full Disclosure	  	 	69	
					
		 		 	6.1.9	  	Taxes	  	 	69	
					
		 		 	6.1.10	  	Patents, Trademarks, Copyrights, Licenses, Etc	  	 	69	
					
		 		 	6.1.11	  	Liens in the Collateral	  	 	69	
					
		 		 	6.1.12	  	Insurance	  	 	70	
					
		 		 	6.1.13	  	ERISA Compliance	  	 	70	
					
		 		 	6.1.14	  	Environmental Matters	  	 	70	
					
		 		 	6.1.15	  	Solvency	  	 	71	
					
		 		 	6.1.16	  	Sanctions and other Anti-Terrorism Laws	  	 	71	
					
		 		 	6.1.17	  	Negative Pledge	  	 	72	
					
		 		 	6.1.18	  	Labor Matters	  	 	72	
					
		 		 	6.1.19	  	Deposit Accounts	  	 	72	
					
		 		 	6.1.20	  	Senior Debt Status	  	 	72	
					
		 		 	6.1.21	  	No Plan Assets; No Prohibited Transactions	  	 	72	
				
		 	6.2	 	Updates to Schedules	  	 	72	
			
	7.	 	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	  	 	72	
				
		 	7.1	 	First Loans and Letters of Credit	  	 	72	
					
		 		 	7.1.1	  	Deliveries	  	 	72	
					
		 		 	7.1.2	  	Payment of Fees	  	 	74	
				
		 	7.2	 	Each Loan or Letter of Credit	  	 	74	
				
	8.	 	COVENANTS	  		  	 	74	
				
		 	8.1	 	Affirmative Covenants	  	 	74	
					
		 		 	8.1.1	  	Preservation of Existence, Etc.	  	 	74	
					
		 		 	8.1.2	  	Payment of Liabilities, Including Taxes, Etc.	  	 	74	
					
		 		 	8.1.3	  	Maintenance of Insurance	  	 	75	
					
		 		 	8.1.4	  	Maintenance of Properties and Leases	  	 	75	
					
		 		 	8.1.5	  	Visitation Rights	  	 	75	
					
		 		 	8.1.6	  	Field Examinations	  	 	75	
					
		 		 	8.1.7	  	Keeping of Records and Books of Account	  	 	76	
					
		 		 	8.1.8	  	Compliance with Laws; Use of Proceeds	  	 	76	
					
		 		 	8.1.9	  	Additional Subsidiaries and Real Property; Further Assurances	  	 	76	


  
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	 	 	 	  	Page	 
					
		 		 	8.1.10	  	Anti-Terrorism Laws	  	 	77	
					
		 		 	8.1.11	  	Maintenance of Material Contracts, Licenses and Permits	  	 	77	
					
		 		 	8.1.12	  	Keepwell	  	 	77	
					
		 		 	8.1.13	  	Certain Post-Closing Obligations	  	 	78	
					
		 		 	8.1.14	  	Reserved	  	 	78	
					
		 		 	8.1.15	  	Certificate of Beneficial Ownership and Other Additional Information	  	 	78	
				
		 	8.2	 	Negative Covenants	  	 	78	
					
		 		 	8.2.1	  	Indebtedness	  	 	78	
					
		 		 	8.2.2	  	Liens	  	 	79	
					
		 		 	8.2.3	  	Guaranties	  	 	79	
					
		 		 	8.2.4	  	Loans and Investments	  	 	79	
					
		 		 	8.2.5	  	Dividends and Related Distributions	  	 	79	
					
		 		 	8.2.6	  	Liquidations, Mergers, Consolidations, Acquisitions	  	 	79	
					
		 		 	8.2.7	  	Dispositions of Assets or Subsidiaries	  	 	80	
					
		 		 	8.2.8	  	Affiliate Transactions	  	 	80	
					
		 		 	8.2.9	  	Subsidiaries, Partnerships and Joint Ventures	  	 	80	
					
		 		 	8.2.10	  	Continuation of or Change in Business	  	 	80	
					
		 		 	8.2.11	  	Fiscal Year	  	 	81	
					
		 		 	8.2.12	  	Restrictions on Payment of Certain Indebtedness	  	 	81	
					
		 		 	8.2.13	  	Changes in Organizational Documents	  	 	81	
					
		 		 	8.2.14	  	Minimum Fixed Charge Coverage Ratio	  	 	81	
					
		 		 	8.2.15	  	Maximum Leverage Ratio	  	 	81	
					
		 		 	8.2.16	  	Reserved	  	 	81	
					
		 		 	8.2.17	  	Limitation on Negative Pledges and Restrictive Agreements	  	 	81	
				
		 	8.3	 	Reporting Requirements	  	 	81	
					
		 		 	8.3.1	  	Reserved	  	 	81	
					
		 		 	8.3.2	  	Quarterly Financial Statements	  	 	82	
					
		 		 	8.3.3	  	Annual Financial Statements	  	 	82	
					
		 		 	8.3.4	  	Certificate of the Borrower	  	 	82	
					
		 		 	8.3.5	  	Reserved	  	 	82	
					
		 		 	8.3.6	  	Notices	  	 	82	
			
	9.	 	DEFAULT	  	 	83	


  
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		 	9.1	 	Events of Default	  	 	83	
					
		 		 	9.1.1	  	Payments Under Loan Documents	  	 	83	
					
		 		 	9.1.2	  	Breach of Warranty	  	 	84	
					
		 		 	9.1.3	  	Reserved	  	 	84	
					
		 		 	9.1.4	  	Breach of Negative Covenants and Certain Affirmative Covenants	  	 	84	
					
		 		 	9.1.5	  	Breach of Other Covenants	  	 	84	
					
		 		 	9.1.6	  	Defaults in Other Agreements or Indebtedness	  	 	84	
					
		 		 	9.1.7	  	Final Judgments or Orders	  	 	84	
					
		 		 	9.1.8	  	Loan Document Unenforceable	  	 	84	
					
		 		 	9.1.9	  	Uninsured Losses; Proceedings Against Assets	  	 	84	
					
		 		 	9.1.10	  	Events Relating to Pension Plans and Multiemployer Plans	  	 	85	
					
		 		 	9.1.11	  	Change of Control	  	 	85	
					
		 		 	9.1.12	  	Relief Proceedings; Solvency; Attachment	  	 	85	
				
		 	9.2	 	Consequences of Event of Default	  	 	85	
					
		 		 	9.2.1	  	Generally	  	 	85	
					
		 		 	9.2.2	  	Reserved	  	 	86	
					
		 		 	9.2.3	  	Set-off	  	 	86	
					
		 		 	9.2.4	  	Enforcement of Rights and Remedies	  	 	86	
					
		 		 	9.2.5	  	Application of Proceeds	  	 	86	
			
	10.	 	THE ADMINISTRATIVE AGENT	  	 	88	
				
		 	10.1	 	Appointment and Authority	  	 	88	
				
		 	10.2	 	Rights as a Lender	  	 	88	
				
		 	10.3	 	Exculpatory Provisions	  	 	88	
				
		 	10.4	 	Reliance by Administrative Agent	  	 	89	
				
		 	10.5	 	Delegation of Duties	  	 	89	
				
		 	10.6	 	Resignation of Administrative Agent	  	 	90	
				
		 	10.7	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	90	
				
		 	10.8	 	No Other Duties, etc.	  	 	91	
				
		 	10.9	 	Administrative Agent’s Fee	  	 	91	
				
		 	10.10	 	Authorization to Release Collateral and Guarantors	  	 	91	
				
		 	10.11	 	No Reliance on Administrative Agent’s Customer Identification Program	  	 	91	
				
		 	10.12	 	Certain ERISA Matters	  	 	91	


  
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		 	10.13	 	Erroneous Payments	  	 	93	
			
	11.	 	MISCELLANEOUS	  	 	95	
				
		 	11.1	 	Modifications, Amendments or Waivers	  	 	95	
					
		 		 	11.1.1	  	Increase of Commitment	  	 	95	
					
		 		 	11.1.2	  	Extension of Payment; Reduction of Principal Interest or Fees;	  			
					
		 		 		  	Modification of Terms of Payment	  	 	95	
					
		 		 	11.1.3	  	Release of Collateral or Guarantor	  	 	95	
					
		 		 	11.1.4	  	Miscellaneous	  	 	95	
				
		 	11.2	 	No Implied Waivers; Cumulative Remedies	  	 	96	
				
		 	11.3	 	Expenses; Indemnity; Damage Waiver	  	 	96	
					
		 		 	11.3.1	  	Costs and Expenses	  	 	96	
					
		 		 	11.3.2	  	Indemnification by the Borrower	  	 	97	
					
		 		 	11.3.3	  	Reimbursement by Lenders	  	 	98	
					
		 		 	11.3.4	  	Waiver of Consequential Damages, Etc.	  	 	98	
					
		 		 	11.3.5	  	Payments	  	 	98	
					
		 		 	11.3.6	  	Survival	  	 	98	
				
		 	11.4	 	Holidays	  	 	98	
				
		 	11.5	 	Notices; Effectiveness; Electronic Communication	  	 	98	
					
		 		 	11.5.1	  	Notices Generally	  	 	98	
					
		 		 	11.5.2	  	Electronic Communications	  	 	99	
					
		 		 	11.5.3	  	Change of Address, Etc.	  	 	99	
				
		 	11.6	 	Severability	  	 	99	
				
		 	11.7	 	Duration; Survival	  	 	99	
				
		 	11.8	 	Successors and Assigns	  	 	99	
					
		 		 	11.8.1	  	Successors and Assigns Generally	  	 	99	
					
		 		 	11.8.2	  	Assignments by Lenders	  	 	101	
					
		 		 	11.8.3	  	Register	  	 	101	
					
		 		 	11.8.4	  	Participations	  	 	102	
					
		 		 	11.8.5	  	Certain Pledges; Successors and Assigns Generally	  	 	102	
				
		 	11.9	 	Confidentiality	  	 	102	
					
		 		 	11.9.1	  	General	  	 	102	
					
		 		 	11.9.2	  	Sharing Information With Affiliates of the Lenders	  	 	102	
				
		 	11.10	 	Counterparts; Integration; Effectiveness	  	 	103	


  
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		 	11.11	 	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	  	 	103	
					
		 		 	11.11.1	  	Governing Law	  	 	103	
					
		 		 	11.11.2	  	SUBMISSION TO JURISDICTION	  	 	103	
					
		 		 	11.11.3	  	WAIVER OF VENUE	  	 	104	
					
		 		 	11.11.4	  	SERVICE OF PROCESS	  	 	104	
					
		 		 	11.11.5	  	WAIVER OF JURY TRIAL	  	 	104	
				
		 	11.12	 	Amendment and Restatement	  	 	104	
				
		 	11.13	 	USA Patriot Act Notice	  	 	104	
				
		 	11.14	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	105	
				
		 	11.15	 	Acknowledgement Regarding Any Supported QFCs	  	 	105	


  
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 LIST OF SCHEDULES AND EXHIBITS 

SCHEDULES 
  

					
	SCHEDULE 1.1(B)	  	–	  	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(E)	  	–	  	EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1(P)	  	–	  	PERMITTED LIENS
	SCHEDULE 6.1.1	  	–	  	QUALIFICATIONS TO DO BUSINESS
	SCHEDULE 6.1.2	  	–	  	SUBSIDIARIES
	SCHEDULE 6.1.10	  	–	  	INTELLECTUAL PROPERTY
	SCHEDULE 6.1.14	  	–	  	ENVIRONMENTAL DISCLOSURES
	SCHEDULE 6.1.19	  	–	  	DEPOSIT ACCOUNTS
	SCHEDULE 8.1.13	  	–	  	CERTAIN POST-CLOSING OBLIGATIONS
	SCHEDULE 8.2.1	  	–	  	PERMITTED INDEBTEDNESS
	SCHEDULE 8.2.3	  	–	  	GUARANTIES
	SCHEDULE 8.2.10	  	–	  	BUSINESS OF LOAN PARTIES

 EXHIBITS 
  

					
	EXHIBIT 1.1(A)	  	–	  	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(G)	  	–	  	GUARANTOR JOINDER
	EXHIBIT 1.1(N)(1)	  	–	  	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)	  	–	  	SWING LOAN NOTE
	EXHIBIT 2.5.1	  	–	  	LOAN REQUEST
	EXHIBIT 2.5.2	  	–	  	SWING LOAN REQUEST
	EXHIBIT 2.11	  	–	  	LENDER JOINDER
	EXHIBIT 5.9.7(A)	  	–	  	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(B)	  	–	  	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(C)	  	–	  	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 5.9.7(D)	  	–	  	U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	EXHIBIT 8.2.6	  	–	  	ACQUISITION COMPLIANCE CERTIFICATE
	EXHIBIT 8.3.4(b)	  	–	  	QUARTERLY COMPLIANCE CERTIFICATE












 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, modified or otherwise supplemented from time to time,
this “Agreement”) is dated as of October 25, 2021, and is made by and among MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined) from time to time
party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the
“Administrative Agent”). 
 WHEREAS, the Borrower has requested the Lenders to provide a revolving credit facility to the
Borrower in an aggregate principal amount not to exceed $200,000,000; 
 WHEREAS, the revolving credit facility shall be used to finance a
portion of the Transactions (as hereinafter defined), to refinance certain existing indebtedness of the Borrower and its subsidiaries, to pay fees and expenses incurred in connection with the foregoing, for working capital, general and corporate
purposes and for Permitted Acquisitions; and 
 WHEREAS, the Lenders are willing to provide such credit upon the terms and conditions
hereinafter set forth; 
 NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set
forth and intending to be legally bound hereby, covenant and agree as follows: 
 1. CERTAIN DEFINITIONS 

1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have
the following meanings, respectively, unless the context hereof clearly requires otherwise: 
 Acquisition shall mean any
transaction, or any series of related transactions, by which any Loan Party or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a partnership or limited liability company. 
 Acquisition Consideration shall mean, with respect to any
Permitted Acquisition, the aggregate of: (i) the cash paid by any of the Loan Parties, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor
of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty given or incurred by any Loan Party in connection therewith (to be calculated without duplication) and (iv) any other consideration given or obligation
incurred by any of the Loan Parties in connection therewith. 
 Administrative Agent shall mean PNC Bank, National Association, and
its successors and assigns, in its capacity as administrative agent hereunder. 
 Administrative Agent’s Fee shall have the
meaning specified in Section 10.9 [Administrative Agent’s Fee]. 











 Administrative Agent’s Letter shall have the meaning specified in
Section 10.9 [Administrative Agent’s Fee]. 
 Affected Financial Institution shall mean (a) any EEA Financial
Institution or (b) any UK Financial Institution. 
 Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (iii) 5% or more of any
class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct
or cause the direction of the management and policies of such Person, whether by contract or otherwise. 
 Agreement shall mean this
Credit Agreement, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time, including all schedules and exhibits. 

Anti-Corruption Laws shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any
other similar anti-corruption Laws or regulations administered or enforced in any jurisdiction in which the Borrower or any of its Subsidiaries conduct business. 

Anti-Terrorism Law shall mean any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions,
the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et. seq., 18 U.S.C. § 2332d, and 18 U.S.C.
§ 2339B. 
 Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect
according to the pricing grid in the definition of “Applicable Margin” below the heading “Commitment Fee.” 

Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to
the pricing grid in the definition of “Applicable Margin” below the heading “Letter of Credit Fee.” 
 Applicable
Margin shall mean the corresponding percentages per annum as specified below based on the Leverage Ratio: 
  

																			
	  Pricing 
Level
	  	 Leverage Ratio
	  	LIBOR +	 	 	Base Rate
+	 	 	Commitment
Fee	 	 	Letter of
Credit
Fee	 
	IV	  	 Greater than or equal to

3.00 to 1.00
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.25	% 	 	 	1.75	% 
	III	  	 Greater than or equal

to 2.00 to 1.00, but less than
 3.00
to 1.00
	  	 	1.50	% 	 	 	0.50	% 	 	 	0.225	% 	 	 	1.50	% 
	II	  	 Greater than or equal to

1.00 to 1.00, but less than
 2.00 to
1.00
	  	 	1.25	% 	 	 	0.25	% 	 	 	0.175	% 	 	 	1.25	% 
	I	  	Less than 1.00 to 1.00	  	 	1.00	% 	 	 	0.00	% 	 	 	0.15	% 	 	 	1.00	% 


  
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 The Applicable Margin shall be determined and adjusted quarterly on the date on which the Borrower is
required to provide a Compliance Certificate pursuant to Section 8.3.4 [Certificate of the Borrower] for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”);
provided that (a) the Applicable Margin shall be based on Pricing Level II until the Calculation Date related to the Compliance Certificate delivered for the first full fiscal quarter after the fiscal quarter in which the Closing Date
occurs, and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower
fails to provide any Compliance Certificate when due as required by Section 8.3.4 [Certificate of the Borrower], the Applicable Margin from the date on which such Compliance Certificate was required to have been delivered
shall be based on Pricing Level IV until such time as such Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of
the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date, except as provided in the preceding sentence. Any adjustment in the Pricing Level shall be
applicable to all extensions of credit then existing or subsequently made or issued. 
 Notwithstanding the foregoing, in the event that any financial
statement or Compliance Certificate delivered pursuant to Section 8.3.2 [Quarterly Financial Statements], Section 8.3.3 [Annual Financial Statements] or Section 8.3.4
[Certificate of the Borrower], respectively, is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Loan or Letter of Credit Obligation is outstanding when
such inaccuracy is discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to (I) the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the actual Applicable Margin applied for such Applicable Period, then (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the
Applicable Margin for such Applicable Period shall be determined as if the Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall immediately and retroactively be obligated
to pay to the Administrative Agent (for the benefit of the applicable Lenders) the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the
Administrative Agent to the Obligations or (II) the application of a lower Applicable Margin for the Applicable Period than the actual Applicable Margin applied for such Applicable Period, then (A) the Borrower shall immediately deliver to
the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Leverage Ratio in the corrected Compliance Certificate were applicable
for such Applicable Period, and (C) the Borrower shall be given credit for the excess amount paid of interest and fees as a result of such decreased Applicable Margin for such Applicable Period, which excess the Administrative Agent shall give
Borrower credit for in connection with any amounts due and owing on the next Payment Date. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1 [Payments] and
9.2 [Consequences of Event of Default] nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of
all other Obligations hereunder. 
 The Applicable Margins specified above shall be increased as, and to the extent, required by
Section 2.11 [Incremental Loans]. 
 Approved Fund shall mean any fund that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate
of an entity that administers or manages a Lender. 

  
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 Asset Disposition shall mean the sale, transfer, license, lease or other disposition
of any property by any Loan Party or any Subsidiary thereof (or the granting of any option or other right to do any of the foregoing), including any issuance of Capital Stock by any Subsidiary of the Borrower to any Person that is not a Loan
Party or any Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale, lease, sale and leaseback or sublease of inventory in the ordinary course of business, (b) the transfer of assets to the Borrower or
any Guarantor pursuant to any other transaction permitted pursuant to Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], (c) the write-off, discount, sale or other
disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition
of any Swap, (e) dispositions of investments in cash, (f) the transfer by any Loan Party of its assets to any other Loan Party, (g) the transfer by any non-Loan Party Subsidiary of its assets to
any Loan Party (provided that in connection with any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer) and (h) the
transfer by any non-Loan Party Subsidiary of its assets to any other non-Loan Party Subsidiary. 

Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee
permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A). 
 Authorized Officer
shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party, any manager or the members (as applicable) in the case of any Loan Party which is a
limited liability company, or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of such Loan Party required hereunder. The
Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent. 

Available Tenor shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if
the then-current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the
avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (v) of Section 4.4.4 [Benchmark Replacement Setting], or (y) if the
then-current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date. 

Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

Bail-In Legislation shall mean (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds
Effective Rate plus 50 basis points (0.5%), (ii) the Prime Rate, and (iii) the Daily LIBOR Floating Rate plus 100 basis points (1.0%); provided, however, if the Base Rate as determined above would be less than zero, then such rate
shall be deemed to be zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. 

  
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 Base Rate Option shall mean the option of the Borrower to have Loans bear interest at
the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Option]. 
 Benchmark shall mean,
initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate
pursuant to paragraph (ii) of Section 4.4.4 [Benchmark Replacement Setting]. 
 Benchmark Replacement
shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: 

(1) the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment; 

(2) the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment; or 

(3) the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (I) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body
or (II) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark
Replacement Adjustment; 
 provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided, further, that, in the case of an Other Benchmark Rate Election, the “Benchmark Replacement”
shall mean the alternative set forth in clause (3) above and when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the
Administrative Agent and the Borrower shall be the term benchmark rate that is used in lieu of a USD LIBOR-based rate in relevant other U.S. dollar-denominated syndicated credit facilities; provided, further, that, with respect to a Term SOFR
Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant to
clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 

Benchmark Replacement Adjustment shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement: 
 (1) for purposes of clauses
(1) and (2) of the definition of “Benchmark Replacement,” the applicable amount(s) set forth below: 

  
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	                	 	Available Tenor	  	Benchmark Replacement Adjustment*
			
		 	One-Week	  	0.03839% (3.839 basis points)
		 	Three-Months	  	0.26161% (26.161 basis points)
		 	Six-Months	  	0.42826% (42.826 basis points)

  

	 	*	 These values represent the ARRC/ISDA recommended spread adjustment values available here:
https://assets.bbhub.io/professional/sites/10/IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf 


 (2) for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by
the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (B) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities; 

provided that, if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark
Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available
Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement. 

Benchmark Replacement Conforming Changes shall mean, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest,
timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides
may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner
of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

Benchmark Replacement Date shall mean the earliest to occur of the following events with respect to the then-current Benchmark: 

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all
Available Tenors of such Benchmark (or such component thereof); 

  
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 (2) in the case of clause (3) of the definition of “Benchmark Transition
Event,” the date determined by the Administrative Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein; 

(3) in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrower
pursuant to Section 4.4.4 [Benchmark Replacement Setting], which date shall be at least 30 days from the date of the Term SOFR Notice; or 

(4) in the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th)
Business Day after the date notice of such Early Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00
p.m. Eastern Time on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection
to such Early Opt-in Election or an Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders. 

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used
in the calculation thereof). 
 Benchmark Transition Event shall mean the occurrence of one or more of the following events with
respect to the then-current Benchmark: 
 (1) a public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 

(2) a public statement or publication of information by an Official Body having jurisdiction over the Administrative Agent, the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or 

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) or an Official Body having jurisdiction over the Administrative Agent announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. 

  
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 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have
occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

 Benchmark Unavailability Period shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 4.4.4 [Benchmark Replacement Setting] and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 4.4.4 [Benchmark Replacement Setting]. 
 Beneficial Owner shall mean each of the following:
(i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. 

Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.  

Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the
Code) the assets of any such “employee benefit plan” or “plan”. 
 Borrower shall mean Meridian Bioscience, Inc.,
an Ohio corporation. 
 Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or
conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day. 
 Borrowing Tranche shall
mean specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest
Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. 

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required
to be closed for business in New York, New York or Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings are carried on in the London
interbank market. 
 Capital Stock shall mean any and all shares, interest, participations or other equivalents (however designated)
of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 

  
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 Cash Collateralize shall mean to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of one or more of the Issuing Lender or the Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders to fund participations in respect of Letter of Credit Obligations, cash or deposit
account balances or, if the Administrative Agent and each applicable Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and each applicable Issuing Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

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

CEA shall mean the Commodity Exchange Act (7 U.S.C. § 1 et. Seq.), as amended from time to time, and any successor statute.

 Certificate of Beneficial Ownership shall mean a certificate in form and substance acceptable to the Administrative Agent (as
amended or modified by the Administrative Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of the Borrower. 

Cessation Announcements shall have the meaning specified in Section 4.4.4.1 [Announcements Related to LIBOR]. 

CFC shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code. 

CFTC shall mean the Commodity Futures Trading Commission. 

Change of Control shall mean (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 40% of the Capital Stock of the Borrower or more than 40% of the voting Capital Stock of the
Borrower; or (b) the Borrower shall cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, at least 100% of the outstanding voting Capital Stock of each Guarantor on a fully diluted basis, provided that
the Borrower may dispose of Capital Stock of a Subsidiary pursuant to a transaction otherwise permitted by this Agreement. 
 Change in
Law shall mean the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change in any Law or in the administration, interpretation, implementation or application
thereof by any Official Body or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and
(y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case, be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. 

  
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 CIP Regulations shall have the meaning specified in Section 10.11 [No Reliance
on Administrative Agent’s Customer Identification Program]. 
 Closing Date shall mean the Business Day on which the conditions
set forth in Section 7.1 [First Loans and Letters of Credit] are satisfied and the first Loan shall be made, which shall be October 25, 2021. 

Code shall mean the Internal Revenue Code of 1986, as amended. 

Collateral shall mean the collateral under (i) the Security Agreement, (ii) the Pledge Agreement, (iii) any Collateral
Assignment, (iv) any IP Security Agreement, (v) the Mortgages, (vi) each other Collateral Document, (vii) any Cash Collateral and (viii) any other personal and/or real property granted as collateral to the secure the
Obligations; provided that the Collateral shall not include the Excluded Collateral. 
 Collateral Assignment shall mean a
Collateral Assignment with respect to the acquisition documents with respect to any Permitted Acquisition, executed and delivered by the Loan Parties to the Administrative Agent, as the same may be amended, restated, amended and restated, modified
or otherwise supplemented from time to time. 
 Collateral Documents shall mean the Collateral Assignments, any IP Security
Agreements, the Pledge Agreement, the Security Agreement, the Mortgages and each control agreement. 
 Commitment shall mean as to
any Lender the aggregate of its Revolving Credit Commitment and, in the case of the Swing Loan Lender, its Swing Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of
the Lenders. 
 Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees]. 

Compliance Authority shall mean each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S.
Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U.S. Securities and Exchange Commission. 
 Compliance Certificate shall have the meaning specified
in Section 8.3.4 [Certificate of the Borrower]. 
 Connection Income Taxes shall mean Other Connection Taxes that are imposed on
or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 Consolidated EBITDA shall
mean, for any period of determination, the sum of the following determined on a consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus
(b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization,
depreciation and other non-cash charges (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future) and (iv) non-cash stock compensation expenses, less (c) to the extent included in determining Consolidated Net Income for such period: (i) interest income and
(ii) non-cash gains or non-cash items increasing Consolidated Net Income. For purposes of this Agreement, Consolidated EBITDA shall be


  
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adjusted on a Pro Forma Basis for any period of measurement during which any Specified Transaction has occurred. In addition, Consolidated EBITDA shall omit and exclude the following costs and
expenses for any measurement of covenant compliance on a rolling-four-quarters basis (provided that (x) no such expenses shall be added to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether
through a pro forma adjustment or otherwise, for the period and (y) in no event shall the exclusions from Consolidated EBITDA specified in clauses (A) and (B) below for any period of determination exceed 15% of Consolidated EBITDA for such
period (calculated prior to giving effect to clauses (A) and (B) below)): 
 (A) Direct acquisition costs (due diligence services,
attorneys, accountants, tax advisors, investment bankers and similar customary costs) and other adjustments (including anticipated cost savings and other synergies) for any Specified Transaction; and 

(B) The lesser of (i) actual costs and expenses or (ii) $4,000,000, attributable to any restructuring or reorganization program(s) that
Meridian would choose to execute during the term of the Agreement. 
 Consolidated Interest Expense shall mean, for any Measurement
Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under capitalized leases that is treated as interest in accordance
with GAAP, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. 

Consolidated Net Income shall mean, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a
consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses (other than extraordinary losses from discontinued operations)
for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation
of the terms of its organizational documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period
shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for
such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in
the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso). 

Corresponding Tenor with respect to any Available Tenor shall mean, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 
 Covered Entity
shall mean (a) the Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral, and (b) each Person that, directly or indirectly, controls a Person described in clause (a) above. For purposes of this
definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other
Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise. 

  
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 Covered Party shall have the meaning specified in Section 11.14(a)
[Acknowledgement Regarding Any Supported QFCs]. 
 Daily Simple SOFR shall mean, for any day, SOFR, with the conventions for this
rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business
loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 

Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published
Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. Notwithstanding the foregoing, if the Daily LIBOR Rate as determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for
purposes of this Agreement. 
 Defaulting Lender shall mean any Lender that: (a) has failed, within 2 Business Days of the date
required to be funded or paid, to: (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Loans or (iii) pay over to the Administrative Agent, the Issuing Lender, the Swing Loan
Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,
(c) has failed, within 2 Business Days after request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to the Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has failed at any time to comply with the
provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable
Share of such payments due and payable to all of the Lenders. 
 As used in this definition and in Section 2.10 [Defaulting Lenders],
the term “Bankruptcy Event” means, with respect to any Person, such Person or such Person’s direct or indirect parent company (a) becoming the subject of a bankruptcy or insolvency proceeding, or having had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or (b) becoming the subject of a Bail-In Action, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by


  
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an Official Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America. 

Drawing Date shall have the meaning specified in Section 2.9.3.1 [Disbursements, Reimbursement]. 

Early Opt-in Election shall mean, if the then-current Benchmark is USD LIBOR, the occurrence
of: 
 (1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the
other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and 

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the
Administrative Agent of written notice of such election to the Lenders. 
 EEA Financial Institution shall mean (i) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in
clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated
supervision with its parent. 
 EEA Member Country shall mean any of the member states of the European Union, Iceland, Liechtenstein,
and Norway. 
 EEA Resolution Authority shall mean any public administrative authority or any person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

Eligibility Date shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document
becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and otherwise it
shall be the Effective Date of this Agreement and/or such other Loan Document(s) to which such Loan Party is a party). 
 Eligible
Contract Participant shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder. 

  
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 Embargoed Property shall mean any property; (a) beneficially owned, directly or
indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned Jurisdiction; or (e) that otherwise would
cause any actual or possible violation by the Lenders or Administrative Agent of any applicable Anti-Terrorism Law if the Lenders were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in
consideration of such property. 
 Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and
foreign Laws (including common law), constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an
Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv) employee
safety in the workplace; (v) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or
release or threat of release of regulated substances; (vi) the presence of contamination; (vii) the protection of endangered or threatened species; and (viii) the protection of environmentally sensitive areas. 

Environmental Liability shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and
any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 
 ERISA Event
shall mean: (a) with respect to a Pension Plan, a reportable event under Section 4043 of ERISA as to which event (after taking into account notice waivers provided for in the regulations) there is a duty to give notice to the PBGC;
(b) a withdrawal by Borrower or any member of the ERISA Group from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any member of the ERISA Group from a Multiemployer Plan, notification that a Multiemployer Plan is in
reorganization, or occurrence of an event described in Section 4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan
amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (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) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in
endangered or critical status within the meaning of Sections 430 and 432 of the Code or Sections 303 and 305 of ERISA; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon Borrower or any member of the ERISA Group. 
 ERISA Group shall mean, at any time, the Borrower and
all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of
the Code or Section 4001(b)(1) of ERISA. 

  
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 Equity Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries
and Owners; Investment Companies]. 
 Erroneous Payment shall have the meaning specified in Section 10.13(a) [Erroneous
Payments]. 
 Erroneous Payment Deficiency Assignment shall have the meaning specified in Section 10.13(d) [Erroneous Payments].

 Erroneous Payment Impacted Class shall have the meaning specified in Section 10.13(d) [Erroneous Payments]. 

Erroneous Payment Return Deficiency shall have the meaning specified in Section 10.13(d) [Erroneous Payments]. 

Erroneous Payment Subrogation Rights shall have the meaning specified in Section 10.13(d) [Erroneous Payments]. 

EU Bail-In Legislation Schedule shall mean the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

Event of Default shall mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an
“Event of Default.” 
 Evergreen Letter of Credit shall have the meaning specified in Section 2.9.1.1 [Issuance of
Letters of Credit]. 
 Excluded Collateral shall mean: (i) all leasehold real property, (ii) any property and assets the
pledge of which would require governmental consent, approval, license or authorization or is otherwise prohibited by applicable law, (iii) any
“intent-to-use” trademark applications prior to the filing of a “statement of use” or “amendment to allege use” with respect thereto, to
the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such
intent-to-use trademark application under applicable federal law, (iv) any asset if the granting of a security interest in such asset would be prohibited by
enforceable anti-assignment provisions of contracts or applicable law or with respect to any assets to the extent such a pledge would violate the terms of any contract with respect to such assets (in each case, after giving effect to the applicable
anti-assignment provisions of the UCC or other applicable law) or would trigger termination pursuant to any “change of control” or similar provision of such contract, (v) motor vehicles and other assets subject to certificates of
title (to the extent a lien thereon cannot be perfected by the filing of a UCC financing statement), letter of credit rights (other than to the extent perfection of the security interest therein is accomplished by the filing of a UCC financing
statement) and commercial tort claims with a value of less than $100,000 for any single claim and $250,000 in the aggregate for all such claims, (vi) (a) deposit accounts of any Loan Party used exclusively for payroll, payroll taxes or employee
benefits in the ordinary course of business, (b) deposit accounts that are “zero-balance accounts” or de minimis disbursement accounts holding less than $100,000 for any single disbursement
account and $250,000 in the aggregate for all such disbursement accounts and (c) escrow accounts and deposits to secure letters of credit (other than any Letters of Credit), surety or performance bonds or similar obligations, to the extent such
obligations are otherwise permitted hereunder, (vii) any lease, license, property right, or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case, to the
extent otherwise permitted hereunder, to the extent that a grant of a security interest therein would violate or invalidate such lease, license, property right or agreement, purchase money, capital lease


  
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or a similar arrangement or 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 UCC
or other applicable law, (viii) the Capital Stock of any Foreign Subsidiary that is a CFC, other than 65% of the issued and outstanding voting Capital Stock (and 100% of the issued and outstanding
non-voting Capital Stock) of such Foreign Subsidiary, for any taxable period during which the pledge of a greater percentage would result in material adverse tax consequences to the Borrower, as reasonably
determined by the Borrower, in consultation with the Administrative Agent and (ix) those assets to the extent the granting of a security interest in such assets would result in material adverse tax consequences as reasonably determined by the
Borrower, in consultation with the Administrative Agent, or as to which the Administrative Agent and the Borrower agree in writing exercising good faith and commercially reasonable business judgment that the costs of obtaining such a security
interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby, provided that, in each case, any proceeds of the foregoing assets shall not constitute “Excluded
Collateral” unless such proceeds themselves constitute assets described in the foregoing clauses (i) through (ix). 
 Excluded
Hedge Liability or Liabilities shall mean, with respect to each Loan Party, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any other Loan Document that relates to such Swap Obligation is or
becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the
contrary contained in the foregoing or in any other provision of this Agreement or any other Loan Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one
Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a
result of the failure by such Loan Party for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap, (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability
but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security
interest, and (c) if there is more than one Loan Party executing this Agreement or the other Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the
definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and
(ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities. 
 Excluded
Subsidiary shall mean (i) Bioline Ltd., an entity organized under the laws of the United Kingdom, (ii) Bioline Labs Ltd., an entity organized under the laws of the United Kingdom, (iii) Meridian Bioscience Asia Pte. Ltd., an
entity organized under the laws of Singapore and (iv) each other Subsidiary designated as an “Excluded Subsidiary” following the Closing Date by written notice from the Borrower to the Administrative Agent; provided that, in each
case, no Excluded Subsidiary shall have any assets or engage in any business or activity. 
 Excluded Taxes shall mean any of the
following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of a Lender any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan
or Commitment pursuant to a law in effect on the date on which 

  
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(a) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6.2 [Replacement of a Lender]) or
(b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.9.7 [Status of Lenders], amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 5.9.7 [Status of Lenders], and (iv) any U.S.
federal withholding Taxes imposed under FATCA (except to the extent imposed due to the failure of the Borrower to provide documentation or information to the IRS). 

Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 
 Existing Credit
Agreement shall mean that certain Credit Agreement, dated as of May 24, 2019, by and between the Borrower, each of the guarantors from time to time party thereto, the lenders from time to time party thereto, and PNC, in its capacity as
administrative agent for the lenders party thereto, as amended by that certain First Amendment and Consent, dated as of February 19, 2020. 

Existing Indebtedness Refinancing shall have the meaning specified in Section 7.1.1(vii) [Deliveries]. 

Existing Letters of Credit shall mean each letter of credit identified on Schedule 1.1(E) which were issued under the Existing
Credit Agreement prior to the date hereof upon the application of a Loan Party and are outstanding on the Closing Date. 
 Expiration
Date shall mean, with respect to the Revolving Credit Commitments, October 25, 2026. 
 FATCA shall mean Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation or rules adopted pursuant to any intergovernmental agreement, treaty or convention among Official Bodies and implementing such
Sections of the Code. 
 Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and
actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by
federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as
the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the
Federal Funds Effective Rate for the last day on which such rate was announced. 
 Financial Projections shall have the meaning specified
in Section 6.1.6(ii) [Financial Statements]. 
 Fixed Charge Coverage Ratio shall mean the ratio of
(a) Consolidated EBITDA, minus the sum of (i) Unfinanced Capital Expenditures, (ii) income taxes paid in cash during any period of determination, (iii) distributions and other dividends paid in cash during any period of
determination to (b) Fixed Charges. 

  
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 Fixed Charges shall mean for any period of determination the sum of
(i) Consolidated Interest Expense payable in cash during such period, plus (ii) all principal payments on Funded Indebtedness payable during such period, plus (iii) all rental payments under capitalized leases payable during such
period. 
 Floor shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this
Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR or, if no floor is specified, zero. 

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

Foreign Subsidiary shall mean any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State
thereof or the District of Columbia. 
 Funded Indebtedness shall mean all Indebtedness consisting of (i) borrowed money,
(ii) obligations evidenced by notes, bonds, debentures or similar instruments, (iii) obligations (contingent or otherwise) under any acceptance, letter of credit or similar facilities and (iv) any Guaranty of Indebtedness of a type
referred to in clauses (i) through (iii) above. 
 GAAP shall mean generally accepted accounting principles as are in
effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. 

Guarantor shall mean each Guarantor listed on the signature pages hereof on the Closing Date and each other Person which joins this
Agreement as a Guarantor after the date hereof. 
 Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan
Documents in the form of Exhibit 1.1(G). 
 Guaranty of any Person shall mean any obligation of such Person guaranteeing or in
effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any
other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. 

Guaranty Agreement shall mean the Continuing Agreement of Guaranty and Suretyship dated as of the Closing Date executed and delivered
by each of the Guarantors to the Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

Hazardous Materials shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any
Environmental Law. 
 IBA shall have the meaning specified in Section 4.4.4.1 [Benchmark Replacement]. 

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

Increased Amount Date shall have the meaning specified in Section 2.11(a) [Incremental Loans]. 

Incremental Lender shall have the meaning specified in Section 2.11(b) [Incremental Loans]. 

Incremental Loan Commitments shall have the meaning specified in Section 2.11(a)(ii) [Incremental Loans].

 Incremental Loans shall have the meaning specified in Section 2.11(a)(ii) [Incremental Loans]. 

Incremental Revolving Credit Commitment shall have the meaning specified in Section 2.11(a)(ii) [Incremental
Loans]. 
 Incremental Revolving Credit Increase shall have the meaning specified in Section 2.11(a)(ii)
[Incremental Loans]. 
 Incremental Term Loan shall have the meaning specified in Section 2.11(a)(i)
[Incremental Loans]. 
 Incremental Term Loan Commitment shall have the meaning specified in
Section 2.11(a)(i) [Incremental Loans]. 
 Indebtedness shall mean, as to any Person at any time, any and
all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money,
(ii) obligations evidenced by notes, bonds, debentures or similar instruments, (iii) obligations (contingent or otherwise) under any acceptance, letter of credit or similar facilities, (iv) obligations under any currency swap
agreement, interest rate swap, cap, collar or floor agreement or other interest rate or currency risk management device, (v) any other transaction (including, without limitation, forward sale or purchase agreements, capitalized leases and
conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course
of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due), (vi) any Guaranty of Indebtedness of a type referred to in clauses (i) through (v) above,
and (vii) all obligations of the kind referred to in clauses (i) through (vi) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness
expressly provide that such Person is not liable therefor. 
 Indemnified Taxes shall mean (i) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes. 

  
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 Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification
by the Borrower]. 
 Indemnity shall mean the Environmental Indemnity Agreement dated as of the Closing Date as executed by the Loan
Parties and delivered to the Administrative Agent for the benefit of the Lenders, relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries, as amended,
restated, amended and restated, modified or otherwise supplemented from time to time. 
 Information shall mean all information
received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or
the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of
their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. 

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person
(i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. 

Intercompany Subordination Agreement shall mean the Subordination Agreement among the Loan Parties [and their Subsidiaries] dated as of
the Closing Date, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

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

  
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 Investment shall mean, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (i) the purchase or other acquisition of Capital Stock of another Person, (ii) a loan, advance or capital contribution to, Guaranty or assumption of debt of, or purchase or other acquisition
of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Indebtedness of such other Person), or (iii) the purchase
or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit 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. 

IP Security Agreement shall have the meaning specified in the Security Agreement. 

IRS shall mean the United States Internal Revenue Service. 

ISDA Definitions shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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

Issuing Lender shall mean PNC, in its individual capacity as issuer of Letters of Credit hereunder, and any other Lender that the
Borrower, the Administrative Agent and such other Lender may agree may from time to time issue Letters of Credit hereunder. 
 Joint
Venture shall mean a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest. 

Law shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion or issued
guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, in each case of, by, or with any Official
Body, foreign or domestic. 
 Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender
or its Affiliate and with respect to which such Lender confirms to Administrative Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swaps and Derivatives Association Master Agreement, or
another reasonable and customary manner, (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for hedging (rather than
speculative) purposes. The liabilities owing to the provider of any Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Interest Rate Hedge shall, for
purposes of this Agreement and all other Loan Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under any Guaranty Agreement and secured obligations under any other Loan Document, as
applicable, and otherwise treated as Obligations for purposes of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens
securing all other Obligations under this Agreement and the other Loan Documents, subject to the express provisions of Section 9.2.5 [Application of Proceeds]. 

  
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 Lenders shall mean the financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document which provides for the granting of a security interest or other Lien to the Lenders or to the
Administrative Agent for the benefit of the Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation is owed. 

Letter of Credit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit]. 

Letter of Credit Borrowing shall have the meaning specified in Section 2.9.3.3 [Disbursements, Reimbursement]. 

Letter of Credit Fee shall have the meaning specified in Section 2.9.2 [Letter of Credit Fees]. 

Letter of Credit Obligation shall mean, as of any date of determination, the aggregate amount available to be drawn under all
outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus the aggregate
Reimbursement Obligations and Letter of Credit Borrowings on such date. 
 Letter of Credit Sublimit shall have the meaning specified
in Section 2.9.1.1 [Issuance of Letters of Credit]. 
 Leverage Ratio shall mean the ratio of (x) the sum of
(i) Funded Indebtedness of the Borrower and its Subsidiaries, plus (ii) the maximum amount of any contingent payment payable with respect to any Permitted Acquisition to the extent such contingent payment is not based solely on the
achievement of revenues or sales and considered a liability for GAAP purposes minus (iii) the amount of any unrestricted cash and cash equivalents of the Borrower and its Subsidiaries (not to exceed an amount equal to 30% of Consolidated EBITDA
for the period of four (4) consecutive fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 8.3.2 [Quarterly Financial Statements]) to (y) Consolidated EBITDA, each as of the most
recently ended Measurement Period. 
 LIBOR Rate shall mean, with respect to the Loans comprising any Borrowing Tranche to which the
LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which
appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source
selected by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an
“Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing
Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement
rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. Notwithstanding the foregoing, if the LIBOR Rate as
determined under any method above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. 

  
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 The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option
applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest error. 
 LIBOR Rate Option shall mean the option of the Borrower
to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(ii) [Revolving Credit LIBOR Rate Option]. 

LIBOR Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”). 
 LIBOR Termination Date shall have the meaning specified in Section 1.4 [Successor LIBOR Rate Index].

 Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement
of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed
financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing). 

Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the Collateral Assignments, the Guaranty Agreement,
the Intercompany Subordination Agreement, the Notes, the Pledge Agreement, the Security Agreement, the IP Security Agreements, the Mortgages, the Indemnity, each control agreement and any other instruments, certificates or documents delivered in
connection herewith or therewith. 
 Loan Parties shall mean the Borrower and the Guarantors. 

Loan Request shall have the meaning specified in Section 2.5.1 [Revolving Credit Loan Requests]. 

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit
Loan or Swing Loan. 
 Material Adverse Change shall mean any set of circumstances or events which: (a) has or could reasonably
be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets,
financial condition, results of operations or prospects of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as a whole to duly and punctually
pay or perform any of the Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies
pursuant to this Agreement or any other Loan Document. 
 Measurement Period shall mean, at any date of determination, the most
recently completed four (4) fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 8.3.2 [Quarterly Financial Statements] or Section 8.3.3
[Annual Financial Statements] (or, prior to the first delivery thereof after the Closing Date, the most recent Statements). 

  
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 Month, with respect to an Interest Period under the LIBOR Rate Option, shall mean the
interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in
the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month. 

Mortgages shall mean, collectively, any deed of trust, mortgage or other similar instrument granting a Lien in real property executed
and delivered to the Administrative Agent for the benefit of the Lenders following the Closing Date. 
 Multiemployer Plan shall mean
any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or,
within the preceding five plan years, has made or had an obligation to make such contributions, or to which the Borrower or any member of the ERISA Group has any liability (contingent or otherwise). 

Non-Consenting Lender shall have the meaning specified in Section 11.1 [Modifications,
Amendments or Waivers]. 
 Non-Extension Notice Date shall have the meaning specified in
Section 2.9.1.1 [Issuance of Letters of Credit]. 
 Non-Qualifying Party shall mean any
Loan Party that fails for any reason to qualify as an Eligible Contract Participant on the Effective Date of the applicable Swap. 

Notes shall mean, collectively, and Note shall mean separately, the promissory notes in the form of Exhibit 1.1(N)(1) evidencing
the Revolving Credit Loans and in the form of Exhibit 1.1(N)(2) evidencing the Swing Loan. 
 Obligation shall mean any
obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement,
the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any
Lender Provided Interest Rate Hedge, and (iii) any Other Lender Provided Financial Service Product. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities. 

Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

Other Benchmark Rate Election shall mean, if the then-current Benchmark is USD LIBOR, the occurrence of: (x) either (i) a request
by the Borrower to the Administrative Agent , or (ii) notice by the Administrative Agent to the Borrower, that, at the determination of the Borrower or the Administrative Agent, as applicable, U.S. dollar-denominated syndicated credit
facilities at such time contain (as a result 

  
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of amendment or as originally executed), in lieu of a USD LIBOR based rate, a term benchmark rate as a benchmark rate, and (y) the Administrative Agent, in its sole discretion, and the
Borrower jointly elect to trigger a fallback from USD LIBOR and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders. 

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

Other Lender Provided Financial Service Product shall mean agreements or other arrangements under which any Lender or Affiliate of a
Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management
including controlled disbursement, accounts or services, or (g) foreign currency exchange. 
 Other Taxes shall mean all present
or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.6.2 [Replacement of a Lender]).

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

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

Participation Advance shall have the meaning specified in Section 2.9.3.3 [Disbursements, Reimbursement]. 

Payment Date shall mean the last day of each calendar quarter after the date hereof and on the Expiration Date or upon acceleration of
the Obligations. 
 Payment in Full or Paid in Full shall mean the indefeasible payment in full in cash of the Loans and other
Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit. 
 Payment Recipient
shall have the meaning specified in Section 10.13(a) [Erroneous Payments]. 
 PBGC shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. 
 Pension Plan shall mean at any time an
“employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by
Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and (i) is sponsored, maintained or contributed to by the Borrower or any member of the ERISA Group for employees of the
Borrower or any member of the ERISA Group, (ii) has at any time within the preceding five years been sponsored, 

  
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maintained or contributed to by the Borrower or any entity which was at such time a member of the ERISA Group for employees of the Borrower or any entity which was at such time a member of the
ERISA Group, 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 plan years or (iii) to which the Borrower or any
member of the ERISA Group may have any liability (contingent or otherwise). 
 Permitted Acquisition shall mean an Acquisition
permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as: 
 (a) no
Potential Default or Event of Default shall then exist or would exist after giving effect thereto; 
 (b) the Loan Parties shall demonstrate
to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and (ii) the Leverage Ratio shall be 0.25 to 1.0 less than the
then applicable level specified in Section 8.2.15 [Maximum Leverage Ratio], calculated using the same Measurement Period used to determine Pro Forma Compliance; 

(c) the Administrative Agent shall be satisfied that as and to the extent required by (and, unless otherwise required by the Administrative
Agent by an earlier time no earlier than the consummation of such Acquisition, within the time period set forth in) the Loan Documents, it shall receive, in connection with such Acquisition, a first priority perfected security interest in all real
(if applicable) and personal property (including, without limitation, Capital Stock) acquired with respect to the Target and a Guarantor Joinder and it shall have received upon the effectiveness of such Acquisition, all required joinder
documentation from the Target and each of its applicable Subsidiaries; 
 (d) the Administrative Agent and the Lenders shall have received
not less than fifteen (15) days prior to the consummation of any such Acquisition (i) a description of the material terms of such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared financial
statements) of the Target as delivered to the Loan Parties in connection with the proposed Acquisition (at a minimum for its most recent fiscal year and for any fiscal quarters ended within the fiscal year to date), (iii) consolidated projected
income statements of the Borrower and its Subsidiaries (after giving effect to such Acquisition), and (iv) not less than five (5) Business Days prior to the consummation of any Permitted Acquisition, a Permitted Acquisition Certificate,
executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement; 

(e) either (i) the Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) fiscal quarter
period prior to the acquisition date, and after giving effect to any pro forma adjustments reasonably acceptable to the Administrative Agent, in an amount greater than $0; or (ii) after giving effect to the Acquisition on a Pro Forma Basis, the
Leverage Ratio shall not exceed 2.25 to 1.00; 
 (f) such Acquisition shall not be a “hostile” Acquisition and shall have been
approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target; and 

(g) any earnouts or similar deferred or contingent obligations of any Loan Party in connection with such Acquisition shall be subordinated to
the Obligations in a manner and to the extent reasonably satisfactory to the Administrative Agent. 

  
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 Permitted Acquisition Certificate shall mean a certificate substantially in the form
of Exhibit 8.2.6 or any other form approved by the Administrative Agent. 
 Permitted Cash Acquisition shall mean an
Acquisition, in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as: 

(a) no Potential Default or Event of Default shall then exist or would exist after giving effect thereto; 

(b) (i) the Acquisition Consideration is less than $20,000,000 and (ii) to the extent payable in cash, is funded using solely
internally-generated cash; 
 (c) the Administrative Agent shall be satisfied that as and to the extent required by (and, unless otherwise
required by the Administrative Agent by an earlier time no earlier than the consummation of such Acquisition, within the time period set forth in) the Loan Documents, it shall receive, in connection with such Acquisition, a first priority perfected
security interest in all real (if applicable) and personal property (including, without limitation, Capital Stock) acquired with respect to the Target and a Guarantor Joinder and it shall have received immediately following the effectiveness of such
Acquisition, all required joinder documentation from the Target and each of its applicable Subsidiaries; 
 (d) such Acquisition shall not be
a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target; and 

(e) any earnouts or similar deferred or contingent obligations of any Loan Party in connection with such Acquisition shall be subordinated to
the Obligations in a manner and to the extent reasonably satisfactory to the Administrative Agent. 
 Permitted Investments shall
mean: 
 (i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full
faith and credit of the United States of America maturing in 180 days or less from the date of acquisition; 
 (ii) commercial paper maturing
in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition; 

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

  
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 (i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of
business and which are not yet due and payable; 
 (ii) Pledges or deposits made in the ordinary course of business to secure payment of
workmen’s compensation or payroll taxes, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs; 

(iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default; 

(iv) Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for
the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business; 

(v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially
impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use; 

(vi) Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Lenders and their Affiliates securing
the Obligations (including Lender Provided Interest Rate Hedges and Other Lender Provided Financial Services Obligations); 
 (vii) Any Lien
existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien; 

(viii) Purchase Money Security Interests and capitalized leases; provided that (A) the aggregate amount of loans and deferred
payments secured by such Purchase Money Security Interests and capitalized leases shall not exceed $5,000,000 in the aggregate at any one time outstanding (excluding for the purpose of this computation any loans or deferred payments secured by Liens
described on Schedule 1.1(P)), and (B) such Liens shall be limited to the assets acquired with such purchase money financing or leased pursuant to such capital lease; 

(ix) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1 [Events of Default]; 

(x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business; 
 (xi) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other
funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; 

  
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 (xii) Liens that are contractual rights of set-off
(i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the
Borrower or any Subsidiary in the ordinary course of business; 
 (xiii) with respect to any Foreign Subsidiary, other Liens and privileges
arising mandatorily by Law; 
 (xiv) Liens arising in connection with the title of (i) any lessor or sublessor under any true lease of
any equipment or property, including as reflected in any precautionary Uniform Commercial Code financing statement filing (or similar filings) or (ii) any licensor or sublicensor under any license of any intellectual property of such licensor
or sublicensor including as reflected in any precautionary Uniform Commercial Code financing statement filing (or similar filings) regarding intellectual property licenses; 

(xv) Liens on any property of a Person existing at the time such Person or such property is acquired to the extent permitted hereunder;
provided that such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition (other than improvements thereon and proceeds (including insurance proceeds) thereof) and (ii) are not created in anticipation
or contemplation of such acquisition; and 
 (xvi) The following, (A) if the validity or amount thereof is being contested in good faith
by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of
entry, and in either case they do not affect the Collateral or, in the aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents: 

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

(2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any attachment
of personal or real property or other legal process prior to adjudication of a dispute on the merits; 
 (3) Claims or Liens of
mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or 
 (4) Liens resulting from final
judgments or orders described in Section 9.1.7 [Final Judgments or Orders]. 
 Person shall mean any individual, corporation,
partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity. 

Plan means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for
employees of the Borrower or any member of the ERISA Group or any such Plan to which the Borrower or any member of the ERISA Group is required to contribute on behalf of any of its employees. 

  
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 Pledge Agreement shall mean the Pledge Agreement executed and delivered as of the
Closing Date by each of the Loan Parties to the Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

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

Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of
Default. 
 Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business
on the day such change is announced. 
 Principal Office shall mean the main banking office of the Administrative Agent in
Pittsburgh, Pennsylvania. 
 Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest
under the UCC in the Collateral which is subject only to statutory Liens for taxes not yet due and payable or Purchase Money Security Interests. 

Pro Forma Basis and Pro Forma Effect shall mean, for purposes of calculating Consolidated EBITDA for any period during which one
or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of
measurement and all income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition shall be excluded and all income statement items (whether positive or negative) attributable to
the Property or Person acquired in a Permitted Acquisition or Permitted Cash Acquisition shall be included (provided that such income statement items to be included are reflected in financial statements or other financial data reasonably
acceptable to the Administrative Agent and based upon reasonable assumptions and calculations which are expected to have a continuous impact). 

Pro Forma Compliance shall mean, with respect to any transaction, that such transaction does not cause, create or result in a Default
after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect
hereunder that have occurred on or after the first day of the relevant Measurement Period. 
 PTE shall mean a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 
 Published Rate
shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is
published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the
Administrative Agent). 
 Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to any
Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property. 

  
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 QFC Credit Support shall have the meaning specified in Section 11.14
[Acknowledgement Regarding Any Supported QFCs]. 
 Qualified ECP Loan Party shall mean each Loan Party that on the Eligibility Date
is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding
$10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a
“letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA. 

Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the Commitments
(excluding the Swing Loan Commitment) of all of the Lenders, provided that in the case of Section 2.10 [Defaulting Lenders] when a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage of the aggregate
Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Ratable Share shall be determined based upon the Commitments (excluding the Swing
Loan Commitment) most recently in effect, giving effect to any assignments. 
 Recipient shall mean (i) the Administrative
Agent, (ii) any Lender and (iii) the Issuing Lender, as applicable. 
 Reference Time with respect to any setting of the
then-current Benchmark shall mean (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined
by the Administrative Agent in its reasonable discretion. 
 Reimbursement Obligation shall have the meaning specified in
Section 2.9.3.1 [Disbursements, Reimbursement]. 
 Related Parties shall mean, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

Relevant Governmental Body shall mean the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. 
 Relief
Proceeding shall mean any proceeding seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar
law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for any substantial part of its property,
or for the winding-up or liquidation of its affairs, or an assignment for the benefit of its creditors. 

Reportable Compliance Event shall mean that: (a) any Covered Entity becomes a Sanctioned Person, or is charged by indictment,
criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, or enters into a settlement with an Official Body in connection with any economic sanctions or other
Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law or Anti-Corruption Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a
violation of any Anti-Terrorism Law or Anti-Corruption Law; (b) any Covered Entity engages 

  
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in a transaction that has caused, or that it reasonably believes will cause, the Lenders or Administrative Agent to be in violation of any Anti-Terrorism Laws, including a Covered Entity’s
use of any proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Person or Sanctioned Jurisdiction; (c) any Collateral becomes Embargoed
Property; or (4) any Covered Entity otherwise violates, or reasonably believes that it will violate, any Anti-Terrorism Law or Anti-Corruption Laws. 

Required Lender Percentage shall mean a percentage greater than 50% of the aggregate amount of the Revolving Credit Commitments of the
Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender). 

Required Lenders shall mean (i) if there are fewer than three Lenders, all Lenders, (ii) if there are three Lenders, at least
two Lenders and Lenders holding the Required Lender Percentage and (iii) if there are four or more Lenders, Lenders holding the Required Lender Percentage. For purposes of this definition, Lenders which are Affiliates of one another shall be
deemed one Lender. 
 Required Share shall have the meaning assigned to such term in Section 5.11 [Settlement Date Procedures].

 Resolution Authority shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name
on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and Revolving Credit Commitments shall mean the aggregate Revolving Credit
Commitments of all of the Lenders. 
 Revolving Credit Facility shall mean the revolving loan facility provided pursuant to Article
2. 
 Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit
Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or 2.9.3 [Disbursements, Reimbursement]. 

Revolving Facility Usage shall mean at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the
Letter of Credit Obligations. 
 Sanctioned Jurisdiction shall mean any country, territory, or region that is the subject of
sanctions administered by OFAC. 
 Sanctioned Person shall mean (a) any Person that is, or is owned or controlled by Persons
that are, the subject of any Sanctions or located, organized or resident in a Sanctioned Jurisdiction or (b) any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned
or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or
specially designated under, any sanctions program maintained by any Compliance Authority. 

  
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 Sanctions shall mean any sanctions administered or enforced by any Compliance
Authority or other relevant sanctions authority. 
 Secondary Term SOFR Conversion Date shall have the meaning specified in
Section 4.4.4.7 [Term SOFR Transition Event]. 
 Security Agreement shall mean the Security Agreement executed and delivered as
of the Closing Date by each of the Loan Parties to the Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. 

Settlement Date shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant to Section 5.11
[Settlement Date Procedures]. 
 SOFR shall mean, with respect to any Business Day, a rate per annum equal to the secured overnight
financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day. 

SOFR Administrator shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate). 
 SOFR Administrator’s Website shall mean the website of the Federal Reserve Bank of New York, currently at
http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 

Solvent shall mean, with respect to any Person on any date of determination, taking into account such right of reimbursement,
contribution or similar right available to such Person from other Persons, that on such date: (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured,
(iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability. 
 Specified Disposition shall mean any Asset Disposition having gross proceeds in excess of $5,000,000. 

Specified Transactions shall mean (a) any Specified Disposition, (b) any Permitted Acquisition, (c) any Permitted Cash
Acquisition and (d) the Transactions. 
 Standard & Poor’s shall mean Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 
 Statements shall have the meaning specified in
Section 6.1.6(i) [Historical Statements]. 

  
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 Subsidiary of any Person at any time shall mean any corporation, trust, partnership,
limited liability company or other business entity (i) of which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency
which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by such Person or
one or more of such Person’s Subsidiaries; provided, however that Excluded Subsidiaries shall not constitute Subsidiaries hereunder or under the other Loan Documents. 

Subsidiary Equity Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies].

 Supported QFC shall have the meaning specified in Section 11.14 [Acknowledgement Regarding Any Supported QFCs]. 

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

Swap Obligation shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which
is also a Lender Provided Interest Rate Hedge, or a Lender Provided Foreign Currency Hedge. 
 Swing Loan Commitment shall mean
PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $25,000,000. 

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

Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the Swing Loans,
together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part. 
 Swing Loan
Request shall mean a request for Swing Loans made in accordance with Section 2.5.2 [Swing Loan Requests] hereof. 
 Swing
Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof. 

Target shall mean for purposes of the “Permitted Acquisition” and “Permitted Cash Acquisition” definitions the
Person or division, line of business or other business unit of the Person to be acquired in such applicable Acquisition. 
 Taxes
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties
applicable thereto. 
 Transaction Costs shall have the meaning specified in the definition of “Transactions”.  


  
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 Transactions shall mean, collectively, (a) the execution and delivery of this
Agreement and the making of the Loans on the Closing Date, (b) the Existing Indebtedness Refinancing and (c) the payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of
this definition (the “Transaction Costs”). 
 Term SOFR shall mean, for the applicable Corresponding Tenor as of the
applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

Term SOFR Notice shall mean a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR
Transition Event. 
 Term SOFR Transition Event shall mean the determination by the Administrative Agent that (1) Term SOFR has
been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (2) the administration of Term SOFR is administratively feasible for the Administrative Agent and (3) a Benchmark Transition Event or
an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate Election), has previously occurred resulting in a Benchmark Replacement in accordance with
Section titled “Benchmark Replacement Setting” that is not Term SOFR. 
 UCC shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York. 
 UCP shall have the meaning specified in Section 11.11.1 [Governing Law].

 UK Financial Institution shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 
 UK Resolution
Authority shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

Unadjusted Benchmark Replacement shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement
Adjustment. 
 Unfinanced Capital Expenditures shall mean capital expenditures paid in cash and which are not financed with borrowed
funds or which are financed solely with a Revolving Credit Loan and are capitalized on the Loan Parties’ balance sheet. 
 USD
LIBOR shall mean the London interbank offered rate for U.S. dollars. 
 U.S. Person shall mean any Person that is a “United
States Person” as defined in Section 7701(a)(30) of the Code. 
 U.S. Special Resolution Regimes shall have the meaning
specified in Section 11.14 [Acknowledgement Regarding Any Supported QFCs]. 
 U.S. Tax Compliance Certificate shall have the
meaning specified in Section 5.9.7(ii)(B)(3) [Status of Lenders]. 

  
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 USA Patriot Act shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 

Withholding Agent shall mean any Loan Party and the Administrative Agent. 

Write-Down and Conversion Powers shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers 
 1.2
Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the
plural, the part and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the word “will” shall be construed to have
the same meaning and effect as the word “shall”; (iii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document as a whole; (iv) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (v) reference to any Person
includes such Person’s successors and assigns; (vi) reference to this Agreement or any other Loan Document, means this Agreement or such other Loan Document, together with the schedules and exhibits hereto or thereto, as amended, modified,
replaced, substituted for, superseded or restated from time to time (subject to any restrictions thereon specified in this Agreement or the other applicable Loan Document); (vii) relative to the determination of any period of time, “from”
means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (viii) any reference to any law or regulation herein shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time; (ix) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights, (x) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (xi) section headings
herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (xii) unless otherwise specified, all references herein to times of day shall constitute
references to Eastern Time. 
 1.3 Accounting Principles; Changes in GAAP. Except as otherwise provided in this
Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP. Notwithstanding the foregoing, if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any
financial covenant in Section 8.2 [Negative Covenants] of this Agreement, any related definition and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the
effect of any change in GAAP occurring after the Closing Date on the operation of such financial covenants and/or interest, Letter of Credit Fee or Commitment Fee determinations (or if the Administrative Agent notifies the Borrower in writing that
the Required Lenders wish to amend any 

  
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financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment
Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, the Loan Parties’ compliance with such covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of
Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a
manner satisfactory to the Borrower and the Required Lenders, and the Loan Parties shall provide to the Administrative Agent, concurrent with the delivery of financial statements pursuant to Section 8.3.2 [Quarterly Financial Statements] and
8.3.3 [Annual Financial Statements] of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this
Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made in a manner such that all liabilities related to operating leases, as defined by Accounting Standards Codification 842
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect), are excluded from the definition of Indebtedness and payments related to operating leases are not included in Consolidated Interest
Expense in part or in whole (provided that all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial
statements with GAAP). 
 1.4 Successor LIBOR Rate Index. 

1.4.1 If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either
(a) (i) the circumstances set forth in Section 4.4.1 [LIBOR Rate Unascertainable] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.4.1 [LIBOR Rate Unascertainable] have not arisen but
the applicable supervisor or administrator (if any) of the LIBOR Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used
for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S.
market, then the Administrative Agent may (with the consent of Borrower) choose a replacement index for the LIBOR Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent
practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR Rate-based interest rate in effect prior to its
replacement. 
 1.4.2 The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement
index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the
contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1 [Modifications, Amendments or Waivers]), such amendment shall become effective without any further action or consent of any other party to this
Agreement at 5:00 p.m. on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. 

  
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 1.4.3 Selection of the replacement index, adjustments to the applicable margins, and
amendments to this Agreement (a) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a LIBOR
Rate-based rate to a replacement index-based rate, and (b) may also reflect adjustments to account for (i) the effects of the transition from the LIBOR Rate to the replacement index and (ii) yield- or risk-based differences between
the LIBOR Rate and the replacement index. 
 1.4.4 Until an amendment reflecting a new replacement index in accordance with this
Section 1.4 [Successor LIBOR Rate Index] is effective, each advance, conversion and renewal of a Loan under the LIBOR Rate Option will continue to bear interest with reference to the LIBOR Rate; provided however, that if the
Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans as to which the LIBOR Rate Option would
otherwise apply shall automatically be converted to the Base Rate Option until such time as an amendment reflecting a replacement index and related matters as described above is implemented. Notwithstanding anything to the contrary contained herein,
if at any time the replacement index would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. 

1.4.5 The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any rate that is an alternative or replacement for or successor to such rate or the effect of any of the
foregoing, or of any amendments to this Agreement implemented by Section 1.4.2. 
 1.5 Divisions. For all
purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Capital Stock at such time. 
 1.6 Certain
Calculations. Notwithstanding anything to the contrary herein, the Leverage Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or test, shall be calculated on a Pro Forma Basis; provided that notwithstanding the
foregoing, when calculating the Leverage Ratio for purposes of determining compliance with the financial covenant set forth in Section 8.2.15 [Maximum Leverage Ratio], any Specified Transaction and any related adjustment contemplated in the
definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable Measurement Period shall not be given Pro Forma Effect; provided however that
voluntary prepayments and debt repurchases made pursuant to Section 5.6 [Voluntary Prepayments] on or prior to the date the Compliance Certificate is due with regard to the calculation of such financial covenant shall be given Pro Forma Effect
for purposes of calculating such financial covenant. In making any determination on a Pro Forma Basis, or Pro Forma Compliance or of Pro Forma Effect, calculations shall be made in good faith by an Authorized Officer. 

2. REVOLVING CREDIT AND SWING LOAN FACILITIES 

2.1 Revolving Credit Commitments. 

2.1.1 Revolving Credit Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set
forth, each Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that after giving effect to each such Loan: (i) the aggregate
amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such 

  
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Lender’s Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations and (ii) the Revolving Facility Usage shall not exceed the Revolving Credit Commitments. Within
such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1. For the avoidance of doubt, if at any time the Revolving Facility Usage exceeds the
Revolving Credit Commitments, the Borrower shall immediately repay the amount of such excess, including any amounts due pursuant to Section 5.10 [Indemnity]. 

2.1.2 Swing Loan Commitment. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set
forth, and in order to facilitate loans and repayments between Settlement Dates, Swing Loan Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any
time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of $25,000,000, provided that after giving effect to such Loan, the Revolving Facility Usage shall
not exceed the aggregate Revolving Credit Commitments of the Lenders. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2. The
making of any Swing Loan will reduce the Borrower’s availability under the Revolving Credit Commitment on a dollar-for-dollar basis. 

2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to
participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] in accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding
hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of
any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration Date. 
 2.3 Commitment Fees. Accruing from the date
hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable
Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of: (i) the Revolving Credit Commitments and (ii) the Revolving
Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include
the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to
each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender
during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise
have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date. 

  
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 2.4 Reduction of Revolving Credit Commitments. The Borrower shall have the right at
any time after the Closing Date upon five (5) days prior written notice to the Administrative Agent to permanently reduce (ratably among the Lenders in proportion to their Ratable Shares) the Revolving Credit Commitments, in a minimum amount of
$5,000,000 and whole multiples of $1,000,000, or to terminate completely the Revolving Credit Commitments, without penalty or premium except as hereinafter set forth; provided that no such termination or reduction of Revolving Credit
Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the Revolving Facility Usage would exceed the aggregate Revolving Credit Commitments of the
Lenders. Any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in
Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced or terminated. Any
notice to reduce the Revolving Credit Commitments under this Section 2.4 shall be irrevocable. 
 2.5 Revolving Credit Loan Requests;
Swing Loan Requests. 
 2.5.1 Revolving Credit Loan Requests. Except as otherwise provided herein, the Borrower may from time to
time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the
Administrative Agent, not later than 10:00 a.m.: (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the LIBOR Rate Option applies or the conversion to or the renewal of
the LIBOR Rate Option for any Loans; and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with
respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such
form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan
Request shall be irrevocable and shall specify the aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $250,000 and not less than
$1,000,000 for each Borrowing Tranche under the LIBOR Rate Option, and (y) integral multiples of $100,000 and not less than $250,000 for each Borrowing Tranche under the Base Rate Option. 

2.5.2 Swing Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request
the Swing Loan Lender to make Swing Loans by delivery to the Swing Loan Lender not later than 12:00 noon on the proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 hereto or a request by
telephone immediately confirmed in writing by letter, facsimile or telex (each, a “Swing Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request
without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be not less than $25,000. 

2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings
to Repay Swing Loans. 
 2.6.1 Making Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a
Loan Request pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Lenders of
the requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations 

  
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with Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and
the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and
immediately available funds at the Principal Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect
in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the Administrative Agent]. 

2.6.2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.6.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at: (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the
applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent. 
 2.6.3 Making Swing Loans. So long as Swing Loan Lender elects to make Swing Loans, Swing
Loan Lender shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2 [Swing Loan Requests] fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 4:00 p.m. on
the Borrowing Date. 
 2.6.4 Repayment of Revolving Credit Loans. The Borrower shall repay the Revolving Credit Loans together with
all outstanding interest thereon on the Expiration Date. 
 2.6.5 Borrowings to Repay Swing Loans. PNC may, at its option, exercisable
at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans,
plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations.
Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to
any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.5 and of the
apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5.1 [Revolving Credit Loan Requests] are then satisfied) by the time
PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC. 

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

2.8 Use of Proceeds. The proceeds of the Loans shall be used (a) on the Closing Date, to finance a portion of the Transactions and
to pay Transaction Costs incurred in connection therewith, and (b) thereafter, for working capital required by the Loan Parties, for general corporate purposes and to finance Permitted Acquisitions. 

2.9 Letter of Credit Subfacility. 

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


  
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 2.9.1.1 Unless the Issuing Lender has received notice from any Lender, the Administrative
Agent or any Loan Party, at least one (1) day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of
Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will
issue a Letter of Credit or agree to such amendment or extension, provided that (A) each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later
than the Expiration Date (subject to Section 2.9.11 [Cash Collateral]) and (B) in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $25,000,000 (the “Letter of Credit Sublimit”) or
(ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Notwithstanding the foregoing, if the Borrower so requests in any Letter of Credit application, the Issuing Lender may, in its sole discretion, agree
to issue a standby Letter of Credit with a one-year tenor that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of
Credit shall permit the Issuing Lender 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 by the Borrower and the Issuing Lender at the time such Letter of Credit is issued. Unless otherwise
directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiration date not later than the Expiration Date (subject to Section 2.9.11 [Cash Collateral]); provided, that the Issuing Lender shall
not (A) permit any such extension if (i) it has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration
date may be extended to a date that is no more than twelve (12) months from the then-current expiration date) or (ii) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day
that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) be obligated to permit
such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice
Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not then satisfied, and in each such case directing
the Issuing Lender not to permit such extension. 
 Any issuance of Letters of Credit will reduce the Borrower’s availability under the
Revolving Credit Commitment on a dollar-for-dollar basis. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to
be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of
such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment. Upon the request of the Administrative Agent, (x) if any Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulting in a Letter
of Credit Borrowing, or (y) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit
Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Lenders, a security interest in all Cash Collateral pledged pursuant to this Section or otherwise under this Agreement. 

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

2.9.3 Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under
such Letter of Credit and the amount of such drawing, respectively. 
 2.9.3.1 In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. The Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to
as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the
Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of any
drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the
Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of
Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 2.9.3.1 may be oral if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice. 
 2.9.3.2 Each Lender shall upon any notice pursuant to
Section 2.9.3.1 [Disbursements, Reimbursement] make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the
participating Lenders shall (subject to Section 2.9.3 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that 

  
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amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no
later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment: (i) at a rate per annum equal to the Federal
Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the
Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as described in Section 2.9.3.1 [Disbursements, Reimbursement] above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the
Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.9.3.2. 

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

2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the
Borrower: (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a
payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s
Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the
Issuing Lender. 
 2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so
returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect
from time to time. 

  
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 2.9.5 Documentation. Each Loan Party agrees to be bound by the terms of the Issuing
Lender’s application and agreement for letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In
the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Lender shall not be liable for
any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. 

2.9.6 Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by
the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit. 
 2.9.7 Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance
with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement], as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower to
reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 under all circumstances, including the
following circumstances: 
 (i) any set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other
Person for any reason whatsoever; 
 (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit
Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], 2.6 [Making Revolving Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or
as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation
Advances under Section 2.9.3 [Disbursements, Reimbursement]; 
 (iii) any lack of validity or enforceability of any Letter of Credit;

 (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or
the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any
transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this Agreement,
the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); 

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

  
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 (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit
against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; 

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; 

(viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless
the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error
is material and no drawing has been made thereon prior to receipt of such notice; 
 (ix) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; 
 (x) any breach of
this Agreement or any other Loan Document by any party thereto; 
 (xi) the occurrence or continuance of an Insolvency Proceeding with
respect to any Loan Party; 
 (xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; 

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

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

2.9.8 Indemnity. The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates
that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of: (A) the gross negligence
or willful misconduct of the Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Issuing Lender or any of Issuing
Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Official
Body. 
 2.9.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s
Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender
shall not be responsible for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the validity, sufficiency, accuracy, genuineness or legal effect of any document submitted
by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove 

  
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to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any
other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing
under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Lender or its Affiliates, as applicable, including any act or omission of any Official Body, and none of the above shall affect or
impair, or prevent the vesting of, any of the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or
willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential,
incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. 

Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates: (i) may rely on any oral or other
communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their
face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or
compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate;
(iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or
practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter
of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other
documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. 
 In furtherance and
extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates
delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender. 

  
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 2.9.10 Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first
Business Day of each month, provide to Administrative Agent and the Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the
account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the Administrative Agent may
request. 
 2.9.11 Cash Collateral. If any Letter of Credit is outstanding and such Letter of Credit (as it may have been previously
extended) has an expiration date which is after the Expiration Date, then the Borrower shall, on or before the date which is thirty (30) days prior to the Expiration Date, deposit and pledge Cash Collateral to secure its Obligations arising
under or in connection with each such Letter of Credit in an amount equal to 105% of the undrawn amount of such outstanding Letter of Credit plus the amount of fees that would be due under such Letter of Credit through the expiry date of such Letter
of Credit. The Borrower hereby grants to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, a security interest in all Cash Collateral pledged pursuant to this Section or otherwise pursuant to any Loan Document. Such
Cash Collateral shall be pledged pursuant to documentation reasonably satisfactory to the Administrative Agent and shall be maintained in deposit or investment accounts which, if not maintained by the Administrative Agent or the Issuing Lender,
shall be subject to control agreements satisfactory to the Administrative Agent. The Cash Collateral related to a particular Letter of Credit shall be released by the Issuing Lender and the Administrative Agent upon termination or expiration of such
Letter of Credit and the reimbursement by the Borrower to the Issuing Lender of all amounts drawn thereon and not previously reimbursed, and the payment in full of all fees accrued thereon through the date of such expiration or termination. 

2.10 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender,
then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (i) fees shall cease to accrue on the
unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees]; 
 (ii) the Commitment and
outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender
or each Lender directly affected thereby; 
 (iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time
such Lender becomes a Defaulting Lender, then: 
 (a) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of
such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed
the total of all non-Defaulting Lenders’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 

(b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrower shall within one Business
Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, Cash Collateralize for the benefit of the Issuing Lender the Borrower’s obligations corresponding to such
Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are
outstanding; 

  
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 (c) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter
of Credit Obligations pursuant to clause (b) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of
Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are Cash Collateralized; 
 (d) if the
Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the fees payable to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall
be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and 
 (e) if all or
any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor Cash Collateralized pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other
Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting
Lender) until and to the extent that such Letter of Credit Obligations are reallocated and/or Cash Collateralized; and 
 (iv) so long as
such Lender is a Defaulting Lender, the Swing Loan Lender shall not be required to fund any Swing Loans and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Lender is satisfied that the
related exposure and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral
will be provided by the Borrower in accordance with Section 2.10(iii) [Defaulting Lenders], and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.10(iii)(a) [Defaulting Lenders] (and such Defaulting Lender shall not participate therein). 

If (i) a Bankruptcy Event with respect to a parent company of any Lender shall occur following the date hereof and for so long as such event shall
continue, or (ii) the Swing Loan Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swing Loan
Lender shall not be required to fund any Swing Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swing Loan Lender or the Issuing Lender, as the case may be, shall have entered into
arrangements with the Borrower or such Lender, satisfactory to the Swing Loan Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. 

In the event that the Administrative Agent, the Borrower, the Swing Loan Lender and the Issuing Lender agree in writing that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit Obligations of the Lenders shall be
readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in
order for such Lender to hold such Loans in accordance with its Ratable Share. 

  
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 2.11 Incremental Loans. 

(a) At any time following the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment
of: 
 (i) one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental
Term Loan Commitment”) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”); or 

(ii) one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit
Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental
Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans”); 

provided that (i) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of
incurrence thereof) exceed $100,000,000 and (ii) the total aggregate principal amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $5,000,000 or, if less,
the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective,
which shall be a date not less than twenty (20) Business Days after the date on which such notice is delivered to Administrative Agent. 

(b) The Borrower shall invite existing Lenders and may invite any Affiliate of any Lender and/or any Approved Fund, and/or any other Person
reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”); provided that both the Swing Loan Lender and the Issuing Lender shall consent to each
Incremental Lender providing any portion of an Incremental Revolving Credit Commitment. Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole
discretion, to provide such Incremental Loan Commitment. 
 (c) Any Incremental Loan Commitment shall become effective as of such Increased
Amount Date; provided that: 
 (i) no Potential Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith; 

(ii) each of the representations and warranties contained in Section 6.1 shall be true, correct and complete in all
material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Change, in which case, such representation and warranty shall be true, correct and complete in all respects, on
such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct
as of such earlier date); 
 (iii) the proceeds of any Incremental Loans shall be used for general corporate purposes of the
Borrower and its Subsidiaries (including Permitted Acquisitions); 
 (iv) any proposed Incremental Lender shall join this
Agreement as a Lender pursuant to a joinder substantially in the form of Exhibit 2.11 delivered to the Administrative Agent on or before the Increased Amount Date; and 

  
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 (v) each Incremental Loan Commitment (and the Incremental Loans made
thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Obligations on a pari passu or junior basis and will rank pari passu or junior in right of payment with respect to the other
Obligations. 
 (d) In the case of each Incremental Term Loan: 

(i) such Incremental Term Loan will mature on such date and be subject to customary mandatory prepayment provisions as is
reasonably acceptable to the Administrative Agent, the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a scheduled maturity date earlier than the Termination Date; 

(ii) the amortization schedule for any such Incremental Term Loan shall be 5% of the initial principal amount for each of the
first two loan years, 7.5% of the initial principal amount for the third loan year and 10% of the initial principal amount for each loan year thereafter, payable in equal quarterly installments and with all outstanding principal and interest due and
payable on the maturity date for such Incremental Term Loan; 
 (iii) the Applicable Margin and pricing grid, if applicable,
for such Incremental Term Loan shall be determined by the Administrative Agent, the applicable Incremental Lenders and the Borrower on the applicable Increased Amount Date; provided that if the Applicable Margin in respect of any Incremental
Term Loan exceeds the Applicable Margin for the Revolving Credit Loans by more than 0.50%, then the Applicable Margin for the Revolving Credit Loans shall be increased (including at each tier of the pricing grid) so that the Applicable Margin in
respect of such Revolving Credit Loans is equal to the Applicable Margin for the Incremental Term Loan minus 0.50%; provided further in determining the Applicable Margin(s) applicable to each Incremental Term Loan and the
Applicable Margin(s) for the Revolving Credit Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental
Term Loan or the Revolving Credit Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to
any lead arranger (or its Affiliates) in connection with the Revolving Credit Loans or to one or more arrangers (or their affiliates) of any Incremental Term Loan shall be excluded (it being understood that the effects of any and all interest rate
floors shall be included in determining Applicable Margin(s) under this provision); and 
 (iv) except as provided above,
all other terms and conditions applicable to such Incremental Term Loan shall, except to the extent otherwise provided in this Section 2.11, be identical to the terms and conditions applicable to the Revolving Credit Loans.

 (e) In the case of each Incremental Revolving Credit Increase: 

(i) such Incremental Revolving Credit Increase shall be part of the Revolving Credit Facility, shall mature on the Expiration
Date, shall bear interest and be entitled to fees, in each case at the rate applicable to the Revolving Credit Facility, and shall otherwise be subject to the same terms and conditions as the Revolving Credit Facility; 

  
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 (ii) any Incremental Lender making any Incremental Revolving Credit
Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and (unless otherwise agreed by the applicable Incremental Lenders; provided that no such agreement shall allow
the Revolving Credit Commitments with respect to the Incremental Revolving Credit Increase to be terminated prior to termination of the existing Revolving Credit Commitments) each Revolving Credit Loan funded by an Incremental Revolving Credit
Increase shall receive proceeds of prepayments on the same basis as the existing Revolving Credit Loans (such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof); and 

(iii) the outstanding Revolving Credit Loans and Ratable Shares of Swing Loans and Letter of Credit Obligations will be
reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders to the Revolving Credit Facility (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their
revised Ratable Shares (and the Lenders to the Revolving Credit Facility (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and
the Borrower shall pay any and all costs required. 
 (f) Incremental Loan Commitments shall be effected pursuant to such 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 this Section 2.11, without the consent of any other Lenders. 

(g) The Borrower shall deliver or cause to be delivered (1) any Notes evidencing any Incremental Loans or Incremental Loan Commitments
requested by any Incremental Lender and (2) customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such
Incremental Loans and/or Incremental Loan Commitments) reasonably requested by Administrative Agent in connection with any such transaction. 

(h) The Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise agreed, the Incremental
Lenders will not constitute a separate voting class for any purposes under this Agreement. 
 (i) On any Increased Amount Date on which any
Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the Borrower in an
amount equal to its Incremental Term Loan Commitment and shall become a Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto. 

(j) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and
conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Lender under the Revolving Credit Facility hereunder with respect to such Incremental Revolving Credit Commitment. 

  
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 3. INTENTIONALLY OMITTED 

4. INTEREST RATES 
 4.1
Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being
understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or
renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than 6 Borrowing Tranches in the aggregate among all
of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand
that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any indemnity under Section 5.10 [Indemnity] in
connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s
highest lawful rate. 
 4.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate. The Borrower shall have the right to
select from the following Interest Rate Options applicable to the Revolving Credit Loans: 
 (i) Revolving Credit Base Rate Option: A
fluctuating rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of
each change in the Base Rate; or 
 (ii) Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of 360
days and actual days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin. 
 Subject to
Section 4.3 [Interest After Default], only the Base Rate Option applicable to Revolving Credit Loans shall apply to the Swing Loans. 

4.1.2 Rate Quotations. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered
to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the
election is made. 
 4.2 Interest Periods. At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the
Borrower shall notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest
Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option: 

4.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of
$250,000 and not less than, the respective amounts set forth in Section 2.5.1 [Revolving Credit Loan Requests]; and 
 4.2.2
Renewals. In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such
day. 
 4.3 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, and at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent: 

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

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

4.3.3 Acknowledgment. The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other
things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower
upon demand by the Administrative Agent. 
 4.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available. 

4.4.1 Unascertainable. If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have
determined that: 
 (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or 

(ii) a contingency has occurred which materially and adversely affects the London interbank Eurodollar market relating to the LIBOR Rate, then
the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights]. 

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

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

(ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such
Loan, or 
 (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a
Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank Eurodollar market, 

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

4.4.3 Administrative Agent’s and Lender’s Rights. In the case of any event specified in
Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available]
above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to
the other Lenders and the Borrower. 

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

4.4.4 Benchmark Replacement Setting. 

4.4.4.1 Announcements Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the
“IBA”) and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next,
1-week, 1-month, 2-month, 3-month, 6-month and 12-month USD LIBOR tenor settings (collectively, the “Cessation Announcements”). The parties hereto acknowledge that, as a result of the Cessation Announcements, a Benchmark Transition Event
occurred on March 5, 2021 with respect to USD LIBOR under clauses (1) and (2) of the definition of Benchmark Transition Event below; provided however, no related Benchmark Replacement Date occurred as of such date. 

4.4.4.2 Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed
in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section 4.4.4.1), if a Benchmark Transition Event, an Early Opt-in Election or an Other
Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in
accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in
respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in
accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of
any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 

  
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 4.4.4.3 Benchmark Replacement Conforming Changes. In connection with the
implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. 

4.4.4.4 Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders
of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement
Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (v) below and
(5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this
Section 4.4.4 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as
expressly required pursuant to this Section 4.4.4. 
 4.4.4.5 Unavailability of Tenor of Benchmark. Notwithstanding anything to
the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR ) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of
“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a
Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

4.4.4.6 Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any request for a Loan bearing interest based on USD LIBOR, conversion to or continuation of Loans bearing interest based on USD LIBOR to be made, converted or continued during any Benchmark Unavailability Period and,
failing that, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest under the Base Rate Option. During any Benchmark Unavailability Period or at any time that a tenor for
the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. 

4.4.4.7 Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the
proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) the applicable Benchmark
Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect 

  
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of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document; and (2) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the
Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (vii) shall not be effective unless the Administrative Agent has delivered to the
Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. 

4.5 Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans
under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing
Tranche to the Revolving Credit Base Rate Option, commencing upon the last day of the existing Interest Period. If the Borrower provides any Loan Request related to a Loan at the LIBOR Rate Option but fails to identify an Interest Period therefor,
such Loan Request shall be deemed to request an Interest Period of one (1) month. Any Loan Request that fails to select an Interest Rate Option shall be deemed to be a request for the Base Rate Option. 

5. PAYMENTS 
 5.1
Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to
11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any
nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of the Swing Loan Lender with respect to the Swing Loans and for the ratable accounts of the
Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the
event payments are received by 11:00 a.m. by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders
interest at the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account,
ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account
stated.” 
 5.2 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be allocated to each Lender
according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees, and Letter of Credit Fees (but excluding
the Administrative Agent’s Fee and the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 4.4.3 [Administrative Agent’s and
Lender’s Rights] in the case of an event specified in Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in accordance
with the amount of principal, interest, Commitment Fees, and Letter of Credit Fees, as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal, interest, fees or other
amounts from the Borrower with respect to Swing Loans shall be made by or to the Swing Loan Lender according to Section 2.6.5 [Borrowings to Repay Swing Loans]. 

  
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 5.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any
of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the
pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at
face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 
 (i) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other
amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and 
 (ii) the
provisions of this Section 5.3 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3
shall apply). 
 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of
such participation. 
 5.4 Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation. 
 5.5 Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall
be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three
(3) Months, also on the 90th day of such Interest Period. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and
payable (whether on the stated Expiration Date, upon acceleration or otherwise). 

  
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 5.6 Voluntary Prepayments. 

5.6.1 Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without
premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a
prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the
following information: 
 (w) the date, which shall be a Business Day, on which the proposed prepayment is to be made; 

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

(y) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to
which the LIBOR Rate Option applies; and 
 (z) the total principal amount of such prepayment, which shall not be less than
the lesser of (i) the Revolving Facility Usage or (ii) $25,000 for any Swing Loan or $1,000,000 for any Revolving Credit Loan. 
 All
prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and
payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but
fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied: (i) first to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above and in the
preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under
Section 5.10 [Indemnity]. 
 5.6.2 Replacement of a Lender. In the event any Lender: (i) gives notice under Section 4.4
[LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender
pursuant to Section 5.9 [Taxes] and such Lender has declined or is unable to designate a different lending office in accordance with Section 5.6.3 [Designation of a Different Lending Office], (iii) is a Defaulting
Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications,
Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes] incurred prior to the
assignment and delegation) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

  
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 (i) the Borrower or the applicable assignee (or in the case of a Defaulting Lender, the
Defaulting Lender) shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; 

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts); 
 (iii) in the case of any such assignment resulting from a claim for
compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and 

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

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 5.6.3 Designation of a Different Lending
Office. If any Lender requests compensation under Section 5.8 [Increased Costs], or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender pursuant to
Section 5.9 [Taxes], then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 5.8 [Increased Costs] or Section 5.9 [Taxes], as the case may be, in
the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment. 
 5.7 Reserved. 

5.8 Increased Costs. 

5.8.1 Increased Costs Generally. If any Change in Law shall: 

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

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

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

 5.8.2 Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the
Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing
Lender’s holding company for any such reduction suffered. 
 5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans;
Borrowing of New Loans. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1
[Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such
certificate within ten (10) days after receipt thereof. 
 5.8.4 Delay in Requests. Failure or delay on the part of any Lender or
the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a
Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding anything to the contrary herein, no Lender shall be entitled to any additional amounts or
compensation pursuant to this Section 5.8, unless such Lender is imposing similar types of increased costs or additional amounts on other similarly situated obligors. 

  
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 5.9 Taxes. 

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

5.9.3 Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Official Body in accordance with
applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 5.9.4
Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within seven (7) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes
imposed or asserted on or attributable to amounts payable under this Section 5.9 [Taxes]) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

5.9.5 Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any of
the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8.4 [Participations] relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this Section 5.9.5 [Indemnification by the Lenders]. 
 5.9.6 Evidence of Payments. As soon as practicable after any
payment of Taxes by any Loan Party to an Official Body pursuant to this Section 5.9 [Taxes], such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

  
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 5.9.7 Status of Lenders. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.9.7(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender. 
 (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S.
Borrower, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled
to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (1) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) executed copies of IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit 5.9.7(A) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

 (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(B) or Exhibit 5.9.7(C), IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(D) on behalf of each such direct and indirect partner; 

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 
 Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

5.9.8 Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 5.9 [Taxes] (including by the payment of additional amounts pursuant to this Section 5.9 [Taxes]), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this Section 5.9 [Taxes] with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official Body with respect to such
refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 5.9.8 [Treatment of Certain Refunds] (plus any penalties, interest or other
charges imposed by the relevant Official Body) in the event that such indemnified party is required to repay such refund to such Official Body. Notwithstanding anything to the contrary in this Section 5.9.8 [Treatment of Certain Refunds]), in
no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.9.8 [Treatment of Certain Refunds] the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person. 

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

5.10 Indemnity. In addition to the compensation or payments required by Section 5.8 [Increased Costs] or Section 5.9 [Taxes],
the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains or incurs as a consequence of any: 

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

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

(iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or
any other amount due hereunder or other failure to prepay, borrow, continue or convert a Loan on the date or in the amount notified by the Borrower. 

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

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

  
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 6. REPRESENTATIONS AND WARRANTIES 

6.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each
of the Lenders as follows: 
 6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event
of Default. Each Loan Party and each Subsidiary of each Loan Party: (i) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) has all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is
duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or
qualification necessary, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws
(other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the
failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned
or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing. No Material Adverse Change has occurred since September 30, 2020 (or, if
later, the date of the last audited financial statements of Borrower and its Subsidiaries delivered to the Administrative Agent). 
 6.1.2
Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states: (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such
Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of a Subsidiary Equity Interest and (iii) any options, warrants or other rights outstanding to purchase any such Subsidiary Equity Interests referred
to in clause (i) (collectively the “Equity Interests”). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Equity Interests it purports to own, free and clear in each case of any Lien and
all such Equity Interests have been duly authorized and validly issued, and are fully paid and non-assessable. No Loan Party has any equity investment in another entity not disclosed on Schedule 6.1.2.
None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment
company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.” 

6.1.3 Validity and Binding Effect. This Agreement and each of the other Loan Documents: (i) has been duly authorized and duly and
validly executed and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its
terms. 

  
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 6.1.4 No Conflict; Material Agreements; Consents. Neither the execution and delivery
of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof nor the consummation of the Transactions by any of
them will conflict with, constitute a default under or result in any breach of: (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation,
limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is
a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of
its Subsidiaries (other than Liens granted under the Loan Documents). There is no default under any such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to
any restriction in any organizational document, or any requirement of Law which could result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, or notice to, any Official Body
or any other Person is required by any Law or any agreement in connection with the execution, delivery and performance by, or enforcement against, any Loan Party of this Agreement and the other Loan Documents or the consummation of the Transactions,
except as has been obtained or issued. 
 6.1.5 Litigation. There are no actions, suits, claims, proceedings or investigations
pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party or any of their properties at law or in equity before any Official Body which (a) either individually or in the aggregate
have a reasonable likelihood of adverse determination, and, if adversely determined, could reasonably be expected to result in a Material Adverse Change or (b) state to affect, impact or restate this Agreement or any of the other Loan Documents
or the transactions contemplated hereby or thereby. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which may result in any Material Adverse Change.

 6.1.6 Financial Statements. 

(i) Historical Statements. The Borrower has delivered to the Administrative Agent copies of the audited consolidated year-end financial statements for the Borrower and its Subsidiaries as of the end of the fiscal years ended September 30, 2020 and September 30, 2019. In addition, the Borrower has delivered to the
Administrative Agent copies of the unaudited consolidated interim financial statements for the Borrower and its Subsidiaries for the fiscal year to date and as of the end of the fiscal quarter ended June 30, 2021 (all such annual and interim
statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by management of the Borrower, are correct and complete and fairly represent the consolidated
financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied, subject (in the case of
the interim statements) to normal year-end audit adjustments. 
 (ii) Financial
Projections. The Borrower has delivered to the Administrative Agent financial projections of the Borrower and its Subsidiaries for the period covering the fiscal years ended September 30, 2021, through September 30, 2026, derived from
various assumptions of the Borrower’s management (the “Financial Projections”). The Financial Projections represent a reasonable range of possible results in light of the history of the business, present and foreseeable
conditions and the intentions of the Borrower’s management. 
 (iii) Accuracy of Financial Statements. Neither
the Borrower nor any Subsidiary of the Borrower has any indebtedness, liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there
are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which may cause a Material Adverse Change. Since September 30, 2020, no Material Adverse Change has occurred. 

  
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 6.1.7 Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party
engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation
U, T or X as promulgated by the Board of Governors of the Federal Reserve System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party
holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin stock. 

6.1.8 Full Disclosure. Neither this Agreement nor any other Loan Document, nor any certificate, report, statement, agreement or other
documents or other information (written or oral) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection herewith or therewith or the transactions contemplated hereby or thereby, contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading; provided that in connection with
any financial projections, the Loan Parties represent that such projections were prepared in good faith based upon assumptions believed by them to be reasonable at the time when made. There is no fact known to any Loan Party which materially
adversely affects the business, property, assets, financial condition, results of operations or prospects of any Loan Party or Subsidiary of any Loan Party which has not been set forth in this Agreement or in the certificates, statements, agreements
or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby. 

6.1.9 Taxes. All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each
Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or otherwise levied
or imposed upon them, their properties, income or assets which are due and payable, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for
which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. 
 6.1.10 Patents,
Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights
necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others, other than as
set forth on Schedule 6.1.10. 
 6.1.11 Liens in the Collateral. The Liens in the Collateral granted to the Administrative Agent for
the benefit of the Lenders pursuant to the Collateral Documents constitute and will continue to constitute Prior Security Interests. All filing fees and other expenses in connection with the perfection of such Liens have been or will be paid by the
Borrower. 

  
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 6.1.12 Insurance. The properties of each Loan Party and each of its Subsidiaries are
insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers which are not Affiliates of any Loan Party in amounts sufficient to insure
the assets and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in the industry of such Loan Parties and Subsidiaries in the locations where the applicable Loan Party conducts business. 

6.1.13 ERISA Compliance. (i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other federal, state, local or non-U.S. Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS a favorable determination or opinion letter, which has
not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to an IRS-approved master and prototype or volume submitter plan, or
a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such
qualification. The Borrower and each member of the ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an extension of any amortization period
pursuant to Sections 412 or 430 of the Code has been made with respect to any Pension Plan. 
 (ii) There are no pending or,
to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Official Body, with respect to any Plan that could reasonably be expected to have a Material Adverse Change. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Change. 

(iii) (a) No ERISA Event has occurred or is reasonably expected to occur; (b) no Pension Plan has any unfunded pension
liability (i.e. excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in accordance with Section 430 of the
Code); (c) neither the Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (d) neither the Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (e) neither the Borrower nor any member of the ERISA Group has received notice pursuant to Section 4242(a)(1)(B) of ERISA that a
Multiemployer Plan is in reorganization and that additional contributions are due to the Multiemployer Plan pursuant to Section 4243 of ERISA; (f) neither the Borrower nor any member of the ERISA Group has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA; and (g) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and (h) no event or circumstance has occurred or exists that could
reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan. 

6.1.14 Environmental Matters. (a) Each Loan Party is and, to the knowledge of each respective Loan Party and each of its
Subsidiaries and such properties and all operations conducted in connection therewith are and have been in compliance with applicable Environmental Laws except as disclosed on Schedule 6.1.14; provided that such matters so disclosed
could not in the aggregate result in a Material Adverse Change. To the knowledge of each Loan Party and its Subsidiaries, there is no contamination at, under or about such properties or such operations which could interfere with the continued
operation of such properties or impair the fair saleable value thereof. 

  
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 (b) The properties owned, leased or operated by each Loan Party and each of its Subsidiaries
now or in the past do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or constituted a violation of applicable Environmental Laws. 

(c) No Loan Party nor any of its Subsidiaries has received any notice of violation, alleged violation,
non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws that, if adversely determined, could reasonably be expected,
individually or in the aggregate to, result in a Material Adverse Change, nor does any Loan Party or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened. 

(d) To the knowledge of each Loan Party and each of its Subsidiaries, Hazardous Materials have not been transported or disposed of to or from
the properties owned, leased or operated by any Loan Party or any of its Subsidiaries in violation of, or in a manner or to a location which could give rise to liability under Environmental Laws, nor have any Hazardous Materials been generated,
treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws. 

(e) No judicial proceedings or governmental or administrative action is pending, or to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Loan Party or any of its Subsidiaries are or will be named as a potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Loan Party or any of its Subsidiaries or operations conducted in connection therewith that could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Change. 
 (f) There has been no release, or to the knowledge of Borrower, threat of
release, of Hazardous Materials at or from properties owned, leased or operated by any Loan Party or any of its Subsidiaries, now or in the past, in violation of or in the amounts or in a manner that could give rise to liability under applicable
Environmental Laws that could reasonably be expected, individually or in the aggregate, to result in Material Adverse Change. 
 (g) Each
Loan Party is and, to the knowledge of each respective Loan Party and each of its Subsidiaries, and has been in compliance with applicable Environmental Laws except as disclosed on Schedule 6.1.14; provided that such matters so
disclosed could not in the aggregate result in a Material Adverse Change. 
 6.1.15 Solvency. On the Closing Date and after giving
effect to the Transactions and the other transactions contemplated to occur on the Closing Date and the initial Loans hereunder, each of the Loan Parties is Solvent. 

6.1.16 Sanctions and other Anti-Terrorism Laws. (a) No Covered Entity, nor any employees, officers, directors, affiliates,
consultants, brokers, or agents acting on a Covered Entity’s behalf in connection with this Agreement: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings
with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Anti-Terrorism Laws; and (b) no Collateral is Embargoed Property. 

  
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 6.1.17 Negative Pledge. No Loan Party has, nor has any Loan Party permitted any of
its Subsidiaries to have, entered into any agreement with any Person which, in any manner, whether directly or contingently, prohibits, restricts or limits the right of any Loan Party from granting any Liens to the Administrative Agent or the
Lenders in (i) any of its owned or leased properties or (ii) any of its fixed assets or capitalized leases. 
 6.1.18 Labor
Matters. There are no strikes, slowdowns, work stoppages or controversies pending or, to the knowledge of any Loan Party, threatened against the Borrower or any of its Subsidiaries which could result in, individually or in the aggregate, a
Material Adverse Change. 
 6.1.19 Deposit Accounts. Schedule 6.1.19 sets forth a complete and accurate list as of the
Closing Date of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with a description thereof (including the bank
or broker dealer at which such deposit or other account is maintained, the account number and the purpose thereof). 
 6.1.20 Senior Debt
Status. The Obligations are classified as “Senior Indebtedness,” “Designated Senior Indebtedness” or any similar designation under any and all instruments or other agreements or documents governing the subordination terms of
any subordinated Indebtedness. 
 6.1.21 No Plan Assets; No Prohibited Transactions. None of the assets of the Borrower, any other
Loan Party or any Affiliate constitutes “plan assets” (as defined in 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA). Assuming that no Lender funds any amount payable by it
hereunder with “plan assets,” the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute or result in non-exempt “prohibited transactions” under ERISA or Section 4975 of the Internal Revenue Code. 

6.2 Updates to Schedules. Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated
or incorrect in any material respect, the Borrower shall provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct for the same at the time of delivery of each
Compliance Certificate pursuant to Section 8.3.4 [Certificate of the Borrower] for the respective reporting period. No Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach
of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule; provided however, that the Borrower may update Schedules 6.1.1 and 6.1.2 without any Lender approval in connection with any transaction permitted under Sections 8.2.6 [Liquidations, Mergers,
Consolidations, Acquisitions], 8.2.7 [Dispositions of Assets or Subsidiaries] and 8.2.9 [Subsidiaries, Partnerships and Joint Ventures]. 

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 

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

7.1 First Loans and Letters of Credit. 

7.1.1 Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance
satisfactory to the Administrative Agent: 

  
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 (i) A certificate of each of the Loan Parties signed by an Authorized
Officer, dated the Closing Date stating that: (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) since September 30, 2020,
there has not occurred any Material Adverse Change; 
 (ii) A certificate dated the Closing Date and signed by the Secretary
or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other
corporate or organizational action; (b) the names and titles of the Authorized Officers authorized to sign the Loan Documents and their true signatures; (c) copies of its bylaws, limited liability company agreement or other applicable
governing document as in effect on the Closing Date; and (d) copies of its formation documents as in effect on the Closing Date certified as of a recent date by the appropriate state official where such documents are filed in a state office,
together with certificates as of a recent date from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; 

(iii) This Agreement, the Notes and each of the other Loan Documents duly executed by an Authorized Officer and delivered to
the Administrative Agent for the benefit of the Lenders, together with all schedules to the Loan Documents and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral and such other
documents as are necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the Collateral held by the Loan Parties; 

(iv) Written opinion(s) of counsel for the Loan Parties, dated the Closing Date in form and substance reasonably satisfactory
to the Administrative Agent and its counsel; 
 (v) Evidence that adequate insurance required to be maintained under this
Agreement is in full force and effect; 
 (vi) Evidence that all requisite Official Bodies and material third parties shall
have approved or consented to the Transactions to the extent required, all applicable notice or appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to
restrain, prevent or impose burdensome conditions on the Transactions; 
 (vii) Evidence that all Indebtedness not permitted
under Section 8.2.1 [Indebtedness] shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory
arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent) (the “Existing Indebtedness Refinancing”); 

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

(ix) A certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties after giving effect
to the Transactions and the other transactions contemplated to occur on the Closing Date and the initial Loans hereunder; 

  
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 (x) The Statements and the Financial Projections; 

(xi) Absence of any Material Adverse Change since September 30, 2020; and 

(xii) At least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to
the Loan Parties required by regulatory authorities under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, and any required Certificate of Beneficial
Ownership. 
 7.1.2 Payment of Fees. The Borrower shall have paid all fees and expenses payable on or before the Closing Date as
required by this Agreement, the Administrative Agent’s Letter, or any other Loan Document. 
 7.2 Each Loan or Letter of Credit.
At the time of making any Loans or issuing, extending or increasing any Letters of Credit and after giving effect to the proposed extensions of credit, in each case, after the Closing Date: (i) the representations, warranties of the Loan
Parties shall then be true and correct in all material respects (except representations and warranties that are qualified by materiality, which shall be true and correct in all respects), (ii) no Event of Default or Potential Default shall have
occurred and be continuing, and (iii) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be. 

8. COVENANTS 
 Each Loan
Party hereby covenants and agrees that until Payment in Full, the Loan Parties shall comply at all times with the following covenants: 
 8.1
Affirmative Covenants. 
 8.1.1 Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries
to, (a) maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its
business makes such license or qualification necessary, except as otherwise expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.], (b) maintain all licenses, consents, permits, franchises, rights and qualifications necessary for
the standard operation of its business, and (c) maintain and preserve all intellectual properties, including without limitation trademarks, trade names, patents, copyrights and other marks, registered and necessary for the standard operation of
its business. 
 8.1.2 Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its
properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful
proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made. 

  
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 8.1.3 Maintenance of Insurance. Each Loan Party shall, and shall cause each of its
Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability
and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with
reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably determined by the Administrative Agent. At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative
Agent and each of the Lenders: (x) on the Closing Date and annually thereafter an original certificate of insurance issued by the Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on
the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating
all insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain special endorsements which include the provisions specified below or are otherwise in form acceptable to the Administrative Agent in its
reasonable discretion. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or
decline. Any monies received by the Administrative Agent constituting insurance proceeds may, at the option of the Administrative Agent, (a) in the case of property insurance proceeds received during the existence of an Event of Default, be
applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the Credit Agreement, (b) for losses of less than $3,000,000 received at such time as no Event of Default or Potential Default exists, be
disbursed by the Administrative Agent to the applicable Loan Parties, and (c) for losses equal to or greater than $3,000,000 received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to
the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or replacement of Collateral and other property in respect of which such proceeds were received. 

8.1.4 Maintenance of Properties and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair,
working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan
Party will make or cause to be made all appropriate repairs, renewals or replacements thereof. 
 8.1.5 Visitation Rights. Each Loan
Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make
excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, directors and independent accountants, at such reasonable times during normal business hours, upon reasonable advance notice, all in such
detail as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection; provided that so long as no Event of Default has
occurred and is continuing, the Loan Parties shall not be required to reimburse the Administrative Agent or any Lender for inspections or audits made more frequently than once in any fiscal year; provided further, that when an Event of Default
exists the Administrative Agent (or any of their representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice. In the event any Lender
desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. 

8.1.6 Field Examinations. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized
employees or representatives of the Administrative Agent, unless waived by the Required Lenders, to conduct field examinations of the Collateral, provided that, absent the continuation of an Event of Default, such examinations shall not occur more
than once per fiscal year of the Borrower. 

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

8.1.8 Compliance with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all
applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 8.1.8 if any failure to comply with any Law would not result in fines, penalties, remediation
costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of
Proceeds] and as permitted by applicable Law. 
 8.1.9 Additional Subsidiaries and Real Property; Further Assurances. 

(a) Additional Subsidiaries. Promptly after the creation or acquisition of any Subsidiary (and, in any event, within thirty
(30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Subsidiary to (i) become a Guarantor and grant a security interest in all personal and/or real
property of such Subsidiary (subject to the exceptions specified in the Collateral Documents) owned by such Subsidiary by delivering to the Administrative Agent a duly executed Guarantor Joinder or such other documents as the Administrative Agent
shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 7.1 [First Loans and Letters of Credit] as may be reasonably requested
by the Administrative Agent, (iii) deliver to the Administrative Agent such original certificated Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Subsidiary and any Capital Stock held
by such Subsidiary, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary, and (v) deliver to the Administrative Agent such other
documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, no Foreign Subsidiary that is a CFC shall be required to join this
Agreement as a Guarantor to the extent that, and for so long as, such Guaranty would result in material adverse tax consequences as reasonably determined by the Borrower, in consultation with the Administrative Agent. 

(b) Real Property Collateral. (i) Promptly after the acquisition of any owned real property with a fair market value in excess of
$10,000,000 by any Loan Party (and, in any event, within ten (10) Business Days after such acquisition, as such time period may be extended by the Administrative Agent in its sole discretion), notify the Administrative Agent and
(ii) promptly thereafter (and in any event, within ninety (90) days of such acquisition (as such time period may be extended by the Administrative Agent, in its sole discretion), to the extent requested by the Administrative Agent, deliver
such mortgages, deeds of trust, title insurance policies, environmental reports, surveys and other documents reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, other than Permitted
Liens, on such real property in favor of the Administrative Agent, for the ratable benefit of the Lenders, all in form and substance acceptable to the Administrative Agent. 

  
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 (c) Exclusions. The provisions of this Section 8.1.9 shall
not apply to assets that constitute Excluded Collateral. 
 (d) Further Assurances. Each Loan Party shall, from time to time, at its
expense, faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral and all other real and personal property of the Loan Parties whether now owned or hereafter acquired as a continuing first
priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect
the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral. In addition to the foregoing, upon the final issuance of the treasury regulations proposed under
Section 956 of the Code, published on November 5, 2018 as REG-114540-18, the Borrower shall cause each Foreign Subsidiary of the Borrower or any Loan Party not
previously required to be a Guarantor to comply with Section 8.1.9(a) [Additional Subsidiaries], including (i) causing such Foreign Subsidiary to become a Guarantor, (ii) pledging all of such Foreign
Subsidiary’s Equity Interests not previously pledged pursuant to the Collateral Documents, and (iii) causing such Foreign Subsidiary to grant security interests in substantially all of such Foreign Subsidiary’s assets pursuant to
documents in form and substance acceptable to the Administrative Agent, which such documents may include documents governed by the law of the jurisdiction of formation of such Foreign Subsidiary, in each case, unless the Administrative Agent and the
Borrower agree in writing exercising good faith and commercially reasonable business judgment that the costs of obtaining such guaranty, pledge or security interest (or perfection thereof) are excessive in relation to the value to the Lenders of the
security to be afforded thereby. 
 8.1.10 Anti-Terrorism Laws. (a) The Loan Parties covenant and agree that they shall
immediately notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event; (b) each Covered Entity to conduct their business in compliance with all Anti-Corruption Laws and maintain
policies and procedures designed to ensure compliance with such Laws. 
 8.1.11 Maintenance of Material Contracts, Licenses and
Permits. Loan Parties shall (i) comply in all material respects with the terms and conditions of all material contracts, the nonperformance of which would reasonably be expected to result in a Material Adverse Change and (ii) maintain
in full force and effect all licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business. 

8.1.12 Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby
absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee
is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non
Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.12 [Keepwell] for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.12 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.12 [Keepwell] shall remain in full force and effect until Payment in Full of the
Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.12 [Keepwell] constitute, and this Section 8.1.12 [Keepwell] shall be deemed to constitute, a guarantee
of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA. 

  
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 8.1.13 Certain Post-Closing
Obligations1. The Loan Parties shall deliver the documents or take the actions specified on Schedule 8.1.13 as and when required and, where applicable, by the dates set forth on
Schedule 8.1.13, as such dates may be postponed by the Administrative Agent in its reasonable discretion. 
 8.1.14 Reserved.

 8.1.15 Certificate of Beneficial Ownership and Other Additional Information. Each Loan Party shall, and shall cause each of its
Subsidiaries to, provide to the Administrative Agent and the Lenders such information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes of compliance by the Administrative Agent
or such Lender with applicable laws (including without limitation the USA Patriot Act and other “Know-Your-Customer” and anti-money laundering rules and regulations and the Beneficial Ownership Regulation). 

8.2 Negative Covenants. 

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

(ii) existing Indebtedness as set forth on Schedule 8.2.1 as of the Closing Date (including any extensions or renewals
thereof; provided that (i) there is no increase in the principal amount thereof (except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing, refunding, extension or renewal and by an amount equal to any existing commitments unutilized at the time of such refinancing, refunding, extension or renewal), (ii) the final maturity date shall not be earlier, and weighted average
life of such refinancing, refunding, renewal or extension shall not be shorter, than the Indebtedness being refinanced, refunded, renewed or extended, (iii) the refinancing, refunding, renewal or extension shall have no additional obligors
(including any guarantors) than the Indebtedness being refinanced, refunded, renewed or extended (unless such obligors are Loan Parties hereunder) and (iv) any refinancing, refunding, renewal or extension of any subordinated Indebtedness shall
be (A) on subordination terms at least as favorable to the Administrative Agent and the Lenders and (B) no more restrictive to the Borrower and its Subsidiaries than the Indebtedness being refinanced, refunded, renewed or extended); 

(iii) Indebtedness incurred with respect to Purchase Money Security Interests and capitalized leases not exceeding $5,000,000
in the aggregate at any one time outstanding; 
 (iv) Indebtedness of a Loan Party to another Loan Party which is
subordinated pursuant to the Intercompany Subordination Agreement; and 
 (v) any (i) Lender Provided Interest Rate
Hedge, (ii) other Interest Rate Hedge approved by the Administrative Agent or (iii) Indebtedness under any Other Lender Provided Financial Services Product; provided however, the Loan Parties and their Subsidiaries shall
enter into a Lender Provided Interest Rate Hedge or another Interest Rate Hedge only for hedging (rather than speculative) purposes. 

 

	1 	 If none, we can just put “none” on the Schedule. 



  
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 8.2.2 Liens. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens. 

8.2.3 Guaranties. Except as set forth on Schedule 8.2.3, each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any
obligation or liability of any other Person, except for Guaranties of Indebtedness of the Loan Parties permitted hereunder. 
 8.2.4 Loans
and Investments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any Investment, except: 

(i) trade credit extended on usual and customary terms in the ordinary course of business; 

(ii) advances to employees to meet expenses incurred by such employees in the ordinary course of business; 

(iii) Permitted Investments; 

(iv) loans, advances and investments in other Loan Parties; 

(v) Permitted Acquisitions and Permitted Cash Acquisitions; and 

(vi) Investments in joint ventures not exceeding $5,000,000 in the aggregate. 

8.2.5 Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or
pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase,
redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor), except (i) any Loan Party may make dividends and other distributions payable to another Loan Party and (ii) if no Event of
Default exists or would result therefrom and so long as the Loan Parties are in pro forma compliance with Section 8.2.14 [Minimum Fixed Charge Coverage Ratio] and Section 8.2.15 [Maximum Leverage
Ratio], the Borrower may make distributions to the holders of its equity. 
 8.2.6 Liquidations, Mergers, Consolidations,
Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire
by purchase, lease or otherwise all or substantially all of the assets or Capital Stock of any other Person; provided that: 

(i) any Excluded Subsidiary may dissolve, liquidate or wind-up its affairs so long as
all assets and other property, if any, of such Excluded Subsidiary are distributed solely to the Borrower or another Loan Party in connection with such dissolution, liquidation or winding-up; 

(ii) any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or
more of the other Loan Parties; and 

  
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 (iii) any Loan Party may engage in a Permitted Acquisition or a Permitted
Cash Acquisition. 
 8.2.7 Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to make any Asset Disposition, except: 
 (i) transactions involving the sale, lease, sale and leaseback or
sublease of inventory or equipment in the ordinary course of business; 
 (ii) any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business, and other sales, transfers and leases of assets which do not exceed $5,000,000 in the aggregate during
the term of this Agreement (the value of such sales, transfers and leases to be determined by an arms-length sales price of the assets so disposed of by the Loan Parties and their Subsidiaries); 

(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party; 

(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired
or leased; provided such substitute assets are subject to the Lenders’ Prior Security Interest; or 
 (v) any
sale, transfer, lease, sale and leaseback or sublease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, which is approved by the Required Lenders. 

8.2.8 Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry
out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction (i) is not otherwise prohibited
by this Agreement, (ii) is entered into in the ordinary course of business upon fair and reasonable terms and conditions and (iii) (A) is solely among the Borrower and its Subsidiaries, or any of them or (B) the terms and conditions
of which are at arm’ length and are fully disclosed to the Administrative Agent if involving payments or consideration in excess of $2,000,000 in a single or series of related transactions and is in accordance with all applicable Law and GAAP.

 8.2.9 Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to own or create directly or indirectly any Subsidiaries other than: (i) any Excluded Subsidiary; (ii) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date; and (iii) any Subsidiary formed
after the Closing Date which joins this Agreement as a Guarantor pursuant to the terms of Section 8.1.9 [Additional Subsidiaries and Real Property; Further Assurances]. Each of the Loan Parties shall not become or agree to
become a party to a Joint Venture other than joint venture investments permitted under Section 8.2.4(vi). 
 8.2.10 Continuation of
or Change in Business. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in any business other than as set forth on Schedule 8.2.10, substantially as conducted and operated by such Loan Party or
Subsidiary during the present fiscal year, and such Loan Party or Subsidiary shall not permit any material change in such business. 

  
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 8.2.11 Fiscal Year. No Loan Party shall change its fiscal year other than a change to
the twelve-month period beginning October 1 and ending September 30. 
 8.2.12 Restrictions on Payment of Certain
Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any
(a) subordinated Indebtedness, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such subordinated Indebtedness; or (b) Indebtedness (other
than the Obligations) prior to its due date under the agreements evidencing such Indebtedness as in effect on the Closing Date (or as amended thereafter, other than an amendment which increases the pricing, shortens the date of any payment or is
amended in a manner not materially adverse to Lenders). 
 8.2.13 Changes in Organizational Documents. Each of the Loan Parties shall
not, and shall not permit any of its Subsidiaries to, amend in any respect its certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited
partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents without providing at least thirty (30) calendar days’ prior written notice to the Administrative Agent and
the Lenders and, in the event such change would be adverse to the Lenders as determined by the Administrative Agent in its reasonable discretion, obtaining the prior written consent of the Required Lenders. 

8.2.14 Minimum Fixed Charge Coverage Ratio. The Loan Parties shall not permit the Fixed Charge Coverage Ratio, calculated as of the end
of each fiscal quarter for the four fiscal quarters then ended, to be less than 1.25 to 1.00. 
 8.2.15 Maximum Leverage Ratio. The
Loan Parties shall not permit the Leverage Ratio to exceed, for any Measurement Period, 3.50 to 1.00. 
 8.2.16 Reserved. 

8.2.17 Limitation on Negative Pledges and Restrictive Agreements. Each Loan Party covenants and agrees that it shall not, and shall not
permit any of its Subsidiaries to enter into, or permit to exist, any contractual obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan
Party, (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their
properties or assets, whether now owned or hereafter acquired (except, in the case of clause (a)(v) only, for any document or instrument governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed thereby), customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract
entered into by a Loan Party or its Subsidiaries in the ordinary course of business and customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a
Loan Party and its Subsidiaries) or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Obligations. 

8.3 Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:

 8.3.1 Reserved. 

  
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 8.3.2 Quarterly Financial Statements. As soon as available and in any event within
forty-five (45) calendar days after the end of each of the first three fiscal quarters of Borrower, and in any event within ninety (90) calendar days after the end of the fourth fiscal quarter of Borrower, (i) financial statements of
Borrower and its Subsidiaries, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statement of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal
year through that date, and (ii) calculations showing: (A) the Leverage Ratio for such period, (B) the Fixed Charge Coverage Ratio for such period, and (C) the total amount of Indebtedness secured by Purchase Money Security
Interests, all in reasonable detail and certified (subject to normal year-end audit adjustments) by an Authorized Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied,
and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. 

8.3.3 Annual Financial Statements. As soon as available and in any event within one hundred twenty (120) calendar days after the
end of each fiscal year of Borrower, (i) audited financial statements of Borrower and its Subsidiaries consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statement of income,
stockholders’ equity and cash flows for the fiscal year then ended, setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of
nationally recognized standing satisfactory to the Administrative Agent, and (ii) the calculations for each item described in Section 8.3.2(ii) above, all in reasonable detail. The certificate or report of accountants shall be free of
qualifications and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan
Documents. 
 8.3.4 Certificate of the Borrower. Concurrently with the financial statements of the Borrower and its Subsidiaries
furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.2 [Quarterly Financial Statements] and 8.3.3 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by
an Authorized Officer of the Borrower, in the form of Exhibit 8.3.4(b). 
 8.3.5 Reserved. 

8.3.6 Notices. 
 8.3.6.1
Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential
Default and the action which such Loan Party proposes to take with respect thereto. 
 8.3.6.2 Material Adverse Change. Promptly after
any officer of any Loan Party has learned of any matter that could reasonably be expected to result in a Material Adverse Change, written notice thereof accompanied by a statement of an Authorized Officer of the Borrower or the applicable Loan Party
setting forth details of the occurrence referred to therein and stating what action the Borrower or the applicable Loan Party has taken and proposes to take with respect thereto. 

8.3.6.3 Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by
any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral, involve a claim or series of claims in excess of $5,000,000 or which if adversely determined would constitute a Material
Adverse Change. 

  
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 8.3.6.4 Organizational Documents. Within the time limits set forth in
Section 8.2.13 [Changes in Organizational Documents], any amendment to the organizational documents of any Loan Party. 
 8.3.6.5
Erroneous Financial Information. Immediately in the event that the Borrower or its accountants conclude or advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that
disclosure should be made or action should be taken to prevent future reliance, notice in writing setting forth the details thereof and the action which the Borrower proposes to take with respect thereto. 

8.3.6.6 ERISA Event. Immediately upon the occurrence of any ERISA Event, notice in writing setting forth the details thereof and the
action which the Borrower proposes to take with respect thereto. 
 8.3.6.7 Other Reports. Promptly upon their becoming available to
the Borrower: 
 (i) Annual Budget. The annual budget or projections of the Borrower in the form prepared for and approved
by Borrower’s board of directors, to be supplied not later than sixty (60) days after the commencement of the fiscal year to which any of the foregoing may be applicable, 

(ii) Reportable Compliance Event. Notice of the occurrence of a Reportable Compliance Event, 

(iii) Management Letters. To the extent there exists any, reports including management letters submitted to the Borrower by
independent accountants in connection with any annual, interim or special audit, 
 (iv) SEC Filings and other Material
Reports. Promptly upon their becoming publicly available, public SEC filings and other material reports, including SEC Form 8-K, registration statements, proxies, prospectuses, financial statements and other
shareholder communications, filed by the Borrower with the SEC (all of which may be provided by means of delivery of the applicable SEC Form or filing, and which will be deemed delivered upon the posting of such information on the Borrower’s
website), and 
 (v) Other Information. Such other reports and information as any of the Lenders may from time to time
reasonably request. 
 9. DEFAULT 

9.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or
conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law): 
 9.1.1 Payments Under Loan
Documents. The Borrower or any other Loan Party shall fail to pay, (i) when and as required to be paid herein, any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), or
(ii) within three (3) Business Days after the same becomes due, Reimbursement Obligation or Letter of Credit Obligation or any interest on any Loan, Reimbursement Obligation or Letter of Credit Obligation or any fee or other amount owing
hereunder or under the other Loan Documents; or 

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

9.1.4 Breach of Negative Covenants and Certain Affirmative Covenants. Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 8.1.1 (clause (a) only) [Preservation of Existence, Etc.], Section 8.1.5 [Visitation Rights], Section 8.1.8 [Compliance with Laws; Use of Proceeds], Section 8.1.9 [Additional
Subsidiaries and Real Property; Further Assurances], Section 8.1.10 [Anti-Terrorism Laws], Section 8.1.13 [Certain Post-Closing Obligations], Section 8.2 [Negative Covenants] or Section 8.3 [Reporting Requirements]; or 

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

9.1.6 Defaults in Other Agreements or Indebtedness. A default or event of default shall occur at any time under the terms of any other
agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $5,000,000 in the aggregate, and such breach,
default or event of default either (i) consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or
(ii) permits or causes the acceleration of any Indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; or 

9.1.7 Final Judgments or Orders. Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate shall
be entered against any Loan Party by a court having jurisdiction in the premises, and with respect to which either (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of thirty
(30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or 

9.1.8 Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against
the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be
declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; or

 9.1.9 Uninsured Losses; Proceedings Against Assets. There shall occur any material uninsured damage to or loss, theft or
destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such
come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter; or 

  
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 9.1.10 Events Relating to Pension Plans and Multiemployer Plans. An ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower or any member of the ERISA Group under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of $5,000,000, or the Borrower or any member of the ERISA Group 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, where the aggregate amount of unamortized withdrawal liability is in excess of $5,000,000; or 

9.1.11 Change of Control. A Change of Control shall occur; or 

9.1.12 Relief Proceedings; Solvency; Attachment. (i) A Relief Proceeding shall have been instituted against any Loan Party or
Subsidiary of a Loan Party and such Relief Proceeding shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or order granting any of the relief sought in such Relief
Proceeding, (ii) any Loan Party or Subsidiary of a Loan Party institutes, or takes any action in furtherance of, a Relief Proceeding, (iii) any Loan Party or any Subsidiary of a Loan Party ceases to be Solvent or admits in writing its
inability to pay its debts as they mature, or (iv) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any Loan Party or any Subsidiary of any Loan Party and
is not released, vacated or fully bonded within thirty (30) days after its issue or levy. 
 9.2 Consequences of Event of
Default. 
 9.2.1 Generally. If any Event of Default specified under Section 9.1 [Events of Default]
shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the
request of the Required Lenders shall, take any or all of the following actions: 
 (i) declare the commitment of each
Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; 

(ii) 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; 

(iii) require the Borrower to, and the Borrower shall thereupon, deposit in a
non-interest-bearing account with the Administrative Agent, as Cash Collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available
to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such
Obligations; and 
 (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies available
to it, the Lenders and the Issuing Lender under the Loan Documents; 
 provided that upon the occurrence of an actual or deemed entry of an order for
relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit 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 provide Cash Collateral as specified in clause (iii) above
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

  
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 9.2.2 Reserved. 

9.2.3 Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the
Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan
Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on
such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender
or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application. 
 9.2.4 Enforcement of Rights and Remedies. Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all
actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 9.2 for the benefit of all the Lenders and the Issuing Lender;
provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.2.3 (subject to the terms of Section 5.3 [Sharing of Payments by Lenders]), or (d) any Lender from filing proofs of claim or
appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Insolvency Proceeding; and provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 9.2.4, and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section 5.3 [Sharing of Payments by Lenders]), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders. 
 9.2.5 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action
pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the
Administrative Agent, shall be applied as follows: 

  
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 (i) First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably
among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; 

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

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

(iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement
Obligations and payment obligations then owing under Lender Provided Interest Rate Hedges, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide
Lender Provided Interest Rate Hedges and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; 

(v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize any undrawn amounts
under outstanding Letters of Credit (to the extent not otherwise cash collateralized pursuant to this Agreement); and 

(vi) Last, the balance, if any, to the Loan Parties or as required by Law. 

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 specified above. 
 Notwithstanding anything to the contrary in this Section 9.2.5 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of
remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided,
however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to
preserve the allocation to Obligations otherwise set forth above in this Section 9.2.5 [Application of Proceeds]. 
 In addition, notwithstanding the
foregoing, Obligations arising under Lender Provided Interest Rate Hedges and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice
thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable provider of such Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product, as the case may
be. Each provider of a Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Product, as the case may be, that is not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such
notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender”
party hereto. 

  
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 10. THE ADMINISTRATIVE AGENT 

10.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 [The Administrative Agent] are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the
Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties. 
 10.2 Rights as a Lender. The Person serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders. 
 10.3 Exculpatory Provisions. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

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

  
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 The Administrative Agent shall not be liable for any action taken or not taken by it:
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 11.1 [Modifications, Amendments or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final
and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative
Agent by the Borrower, a Lender or the Issuing Lender. 
 The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of
Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to
the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 10.5 Delegation of
Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by
the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Section 10 [The Administrative Agent] shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative
Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

  
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 10.6 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (so long as no Potential Default or Event of Default has occurred and is continuing), to appoint a successor. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the
qualifications specified above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint
a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective
Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 
 (c)
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by,
to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to
indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal
hereunder and under the other Loan Documents, the provisions of this Section and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring or removed Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent
but, for the avoidance of doubt, not in respect of any actions taken or omitted by any of them after the retirement or removal. 
 10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

  
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 10.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of
the Sole Bookrunner, Syndication Agent or Joint Lead Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the Issuing Lender hereunder. 
 10.9 Administrative Agent’s Fee. The Borrower
shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the
Borrower and Administrative Agent, as amended from time to time, which Administrative Agent’s Letter supersedes the Administrative Agent’s Letter (as defined in the Existing Credit Agreement). 

10.10 Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release:
(i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6
[Liquidations, Mergers, Consolidations, Acquisitions], and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than
Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. 

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

10.12 Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that at least one of the following is and will be true: 
 (i) such Lender is not using “plan assets”
(within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
or this Agreement, 
 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

  
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 (iii) (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in,
administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement, or 
 (iv) such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that: 
 (i) none of the Administrative Agent or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by
Administrative Agent under this Agreement, any Loan Document or any other documents related to hereto or thereto), 
 (ii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks
independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Loans), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment
in evaluating the transactions hereunder, and 
 (iv) no fee or other compensation is being paid directly to the
Administrative Agent or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement. 

  
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 The Administrative Agent hereby informs the Lenders that each such Person is not undertaking
to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or
an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, or the Commitments for an amount less than the amount being
paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

10.13 Erroneous Payments. 

(a) If the Administrative Agent notifies a Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf of a
Lender, Issuing Lender or Secured Party (any such Lender, Issuing Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after
receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the
Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender or Secured Party shall (or, with respect to any Payment Recipient who received such
funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount
is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in
effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. 

(b) Without limiting immediately preceding clause (a), each Lender, Issuing Lender or Secured Party, or any Person who has received
funds on behalf of a Lender, Issuing Lender or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or
otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of
its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such
Lender, Issuing Lender or Secured Party, or other such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: 

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been
made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and


  
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 (ii) such Lender, Issuing Lender or Secured Party shall (and shall cause
any other Payment Recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or
repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.13(b). 

(c) Each Lender, Issuing Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at
any time owing to such Lender, Issuing Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Lender or Secured Party from any source, against any amount due to the
Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. 
 (d) In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or
Issuing Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous
Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect
to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the
Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in
such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption Agreement with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver any Notes
evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the
Administrative Agent as the assignee Lender shall become a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Lender shall cease to be a
Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable
Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment.
The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or
Issuing Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Lender (and/or against any Payment
Recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Lender and such Commitments shall remain available in accordance
with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective
of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Lender or Secured Party under the Loan Documents with
respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”). 

  
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 (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds
received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment. 
 (f) To
the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of
set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on
“discharge for value” or any similar doctrine 
 Each party’s obligations, agreements and waivers under this
Section 10.13 shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 

11. MISCELLANEOUS 
 11.1
Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written
agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such
agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made which will: 

11.1.1 Increase of Commitment. Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of
such Lender; 
 11.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not
any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce
the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby; provided that, only the consent of the
Required Lenders shall be required to waive the applicability of any post-default increase in interest rates or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the
Applicable Margin that would result in a reduction of the rate of interest borne by any Loan, the Commitment Fee or any other fee payable to any Lender; 

11.1.3 Release of Collateral or Guarantor. Except for sales of assets permitted by Section 8.2.7 [Dispositions of Assets or
Subsidiaries], release all or substantially all of the Collateral or any Guarantor from its Obligations under the Guaranty Agreement without the consent of all Lenders (other than Defaulting Lenders); or 

11.1.4 Miscellaneous. Amend Section 5.2 [Pro Rata Treatment of Lenders], Section 10.3 [Exculpatory Provisions], or
Section 5.3 [Sharing of Payments by Lenders], 9.2.5 [Application of Proceeds] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or
reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders (other than Defaulting Lenders); 

  
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 provided that no agreement, waiver or consent which would modify the interests, rights or obligations
of the Administrative Agent, the Issuing Lender, or the Swing Loan Lender may be made without the written consent of such Administrative Agent, the Issuing Lender or the Swing Loan Lender, as applicable, and provided, further that, if
in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 [Increase of Commitment] through 11.1.4 [Miscellaneous] above, the consent of the Required Lenders is obtained but the consent of one or more of such
other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such
Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender]. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything else to the contrary in this
Section 11.1 [Modifications, Amendments or Waivers], if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case,
in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision. 
 11.2
No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect
any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The enumeration of the rights and remedies
of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or
remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No reasonable delay
or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default.. 

11.3 Expenses; Indemnity; Damage Waiver. 

11.3.1 Costs and Expenses. The Borrower shall pay: (i) all
out-of-pocket expenses incurred by PNC Capital Markets LLC, the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent and any field examinations conducted pursuant to Section 8.1.6 [Field Examinations]) in connection with the syndication of the credit facilities provided for herein, the due diligence, preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the
fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender) in connection with the enforcement or protection of its rights: (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

  
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 11.3.2 Indemnification by the Borrower. The Borrower shall indemnify PNC Capital
Markets LLC, the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, (iv) the Transactions, or (v) any actual or prospective claim, litigation, investigation or proceeding (including the preparation of a defense in connection therewith) relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses: (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
This Section 11.3.2 [Indemnification by the Borrower] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim. 

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

  
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 11.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No
Indemnitee referred to in Section 11.3.2 [Indemnification by the Borrower] shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

11.3.5 Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand therefor. 

11.3.6 Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the
obligations hereunder. 
 11.4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a
Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the
Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day,
such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action. 

11.5 Notices; Effectiveness; Electronic Communication. 

11.5.1 Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by telecopier: (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B). 

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the
recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section. 

11.5.2 Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to
any Lender or the Issuing Lender if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving such notices 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 

  
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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. 
 11.5.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto. 

11.6 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 
 11.7 Duration; Survival. All
representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment in Full. All covenants and
agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 5 [Payments] and Section 11.3
[Expenses; Indemnity; Damage Waiver], shall survive Payment in Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment in Full. 

11.8 Successors and Assigns. 

11.8.1 Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders],
(ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges;
Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 11.8.2 Assignments by Lenders.
Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 

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

  
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 (b) in any case not described in clause (i)(a) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be
less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. 
 (iii) Required
Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and: 

(a) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless: (x) an Event of
Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and 

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

(iv) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The
assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in the form provided by the Administrative Agent. 

(iv) No Assignment to the Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8.3 [Register], from and after the effective date
specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.4 [LIBOR Rate
Unascertainable], 5.8 [Increased Costs], and 11.3 [Expenses; Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 11.8 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.8.4 [Participations].


  
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 11.8.3 Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register of the names and addresses of the Lenders, and the commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender
pursuant to the terms hereof from time to time. Such register may be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

11.8.4 Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that: (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to Sections 11.1.1 [Increase of Commitment], 11.1.2 [Extension of Payment, Etc.], 11.1.3 [Release of
Collateral or Guarantor] or 11.1.4 [Miscellaneous] that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.4 [LIBOR Rate Unascertainable], 5.8 [Increased Costs], 5.10 [Indemnity] and
5.9 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 5.9.7 [Status of Lenders] (it being understood that the documentation required under Section 5.9.7 [Status of Lenders] shall be
delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by Lenders]; provided that such Participant (A) agrees to be subject to
the provisions of Section 5.6.2 [Replacement of a Lender] and Section 5.6.3 [Designation of a Different Lending Office] as if it were an assignee under Section 11.8.2 [Assignments by Lenders]; and (B) shall not be entitled to
receive any greater payment under Sections 5.8 [Increased Costs] or 5.9 [Taxes], with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower
to effectuate the provisions of Section 5.6.2 [Replacement of a Lender] and Section 5.6.3 [Designation of Different Lending Office] with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 9.2.3 [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as 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 stated interest) of
each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant 

  
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or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that
such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

11.8.5 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 11.9 Confidentiality.

 11.9.1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the
Information, except that Information may be disclosed: (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party
hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(vi) subject to an agreement containing provisions substantially the same as those of this Section, to: (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) to any rating agency in connection with rating the Borrower or its
Subsidiaries or the Revolving Credit Facility or the CUSIP Service Bureau or any similar agency in connection with the issuance an monitoring of CUSIP numbers with respect to the Revolving Credit Facility, (vii) with the consent of the Borrower
or (viii) to the extent such Information: (Y) becomes publicly available other than as a result of a breach of this Section or (Z) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their
respective Affiliates on a non-confidential basis from a source other than the Borrower or the other Loan Parties. Any Person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition,
the Administrative Agent may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders
in connection with the administration of this Agreement or the other Loan Documents, and the Commitments. 
 11.9.2 Sharing Information
With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries
pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General]. 

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

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

11.11.1 Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in
contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly specified therein) and the transactions contemplated hereby and thereby shall be
governed by, and construed in accordance with, the law of the State of New York without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs
and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC Publication Number
590) (“ISP98”), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of New York without regard to its conflict of
laws principles. 
 11.11.2 SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 

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

11.11.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

11.12 Amendment and Restatement. This Agreement amends and restates in its entirety the Existing Credit Agreement. All references to the
“Agreement” contained in the Loan Documents delivered in connection with the Existing Credit Agreement or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Existing
Credit Agreement by this Agreement, the Obligations of the Borrower and the other Loan Parties outstanding as of the Closing Date under the Existing Credit Agreement and the Loan Documents as defined and entered into in conjunction with the Existing
Credit Agreement shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the other Loan Documents as defined in this Agreement.
Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. 

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

  
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 11.14 Acknowledgement and Consent to Bail-In of
Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound
by: 
 (a) the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the effects of any Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in full
or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares
or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted
by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 
 (iii)
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any Resolution Authority. 

11.15 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or
otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special
Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State
of New York and/or of the United States or any other state of the United States): 
 (a) In the event a Covered Entity that is party to a
Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or
under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the event a Covered Party or a
BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the Laws of the United
States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with
respect to a Supported QFC or any QFC Credit Support. 

  
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 (b) As used in this Section 11.14, the following terms have the following meanings:

 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in
accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 
 “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance
with, 12 U.S.C. 5390(c)(8)(D). 
 [SIGNATURE PAGES FOLLOW] 

  
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 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

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

			
	BORROWER:
	
	MERIDIAN BIOSCIENCE, INC.
		
	By:	 	 /s/ Bryan Baldasare

	Name:	 	Bryan Baldasare
	Title:	 	Chief Financial Officer
	
	GUARANTORS:
	
	MERIDIAN BIOSCIENCE CORPORATION
		
	By:	 	 /s/ Bryan Baldasare

	Name:	 	Bryan Baldasare
	Title:	 	Chief Financial Officer
	
	MERIDIAN LIFE SCIENCE, INC.
		
	By:	 	 /s/ Bryan Baldasare

	Name:	 	Bryan Baldasare
	Title:	 	Chief Financial Officer
	
	MAGELLAN BIOSCIENCES, INC.
		
	By:	 	 /s/ Bryan Baldasare

	Name:	 	Bryan Baldasare
	Title:	 	Chief Financial Officer
	
	MAGELLAN DIAGNOSTICS, INC.
		
	By:	 	 /s/ Bryan Baldasare

	Name:	 	Bryan Baldasare
	Title:	 	Chief Financial Officer













 [SIGNATURE PAGE CREDIT AGREEMENT] 

 

			
	 PNC BANK, NATIONAL ASSOCIATION

individually and as Administrative Agent

		
	By:	 	 /s/ Cory Schimmoeller

	Name:	 	Cory Schimmoeller
	Title:	 	Vice President













 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

 

			
	 Fifth Third Bank, National Association

		
	 By:
	 	 /s/ Andrew J. Kulesza

	 Name:
	 	 Andrew J. Kulesza

	 Title:
	 	 Vice President














 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 

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

 

											
	 Lender
	 	 	  	Amount of
Commitment
for Revolving
Credit Loans	 	  	Ratable Share	 
	 Name:
	 	 PNC Bank, National Association
	  	$	120,000,000	 	  	 	60.000000000	% 
	 Address:
	 	 201 E. 5th Street
	  				  			
		 	 Cincinnati, Ohio 45202
	  				  			
		 		  				  			
	 Attention:
	 	 Jeffrey P. Fisher
	  				  			
	 Telephone:
	 	 (513) 651-8628
	  				  			
	 E-mail:
	 	 j.fisher@pnc.com
	  				  			
		 		  				  			
	 Name:
	 	 Fifth Third Bank, National Association
	  	$	80,000,000	 	  	 	40.000000000	% 
	 Address:
	 	 38 Fountain Square Plaza
	  				  			
		 	 Cincinnati, Ohio 45202
	  				  			
		 		  				  			
	 Attention:
	 	 Andrew Kulesza
	  				  			
	 Telephone:
	 	 (513) 534-4165
	  				  			
	 E-mail:
	 	 andrew.kulesza@53.com
	  				  			
		 		  	  
	  
	 	  	  
	  
	 
	 Total
	 		  	$	200,000,000	 	  	 	100.000000000	%