EX-10.25



 Exhibit 10.25 

EXECUTION VERSION 
  

 
 SECOND LIEN CREDIT AGREEMENT

 Dated as of August 3, 2015 

Among 
 HB HOLDINGS, LLC, 

as Holdings, 
 HOSTESS BRANDS, LLC,

 as Borrower, 
 THE LENDERS
PARTY HERETO, 
 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Administrative Agent, 
  

 
 CREDIT SUISSE
SECURITIES (USA) LLC, 
 UBS SECURITIES LLC, 

DEUTSCHE BANK SECURITIES INC., 

NOMURA SECURITIES INTERNATIONAL, INC., 

MORGAN STANLEY SENIOR FUNDING, INC. 

and 
 RBC CAPITAL MARKETS 

as Joint Lead Arrangers, Joint Bookrunners, Syndication Agents and Documentation Agents 

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I Definitions
	  	 	1	  
			
	 Section 1.01
	 	 Defined Terms
	  	 	1	  
	 Section 1.02
	 	 Terms Generally
	  	 	52	  
	 Section 1.03
	 	 Effectuation of Transactions
	  	 	52	  
	 Section 1.04
	 	 Exchange Rates; Currency Equivalents
	  	 	52	  
	 Section 1.05
	 	 [Reserved]
	  	 	53	  
	 Section 1.06
	 	 [Reserved]
	  	 	53	  
	 Section 1.07
	 	 Timing of Payment or Performance
	  	 	53	  
	 Section 1.08
	 	 Times of Day
	  	 	53	  
		
	 ARTICLE II The Credits
	  	 	53	  
			
	 Section 2.01
	 	 Commitments
	  	 	53	  
	 Section 2.02
	 	 Loans and Borrowings
	  	 	53	  
	 Section 2.03
	 	 Requests for Borrowings
	  	 	54	  
	 Section 2.04
	 	 [Reserved]
	  	 	54	  
	 Section 2.05
	 	 [Reserved]
	  	 	54	  
	 Section 2.06
	 	 Funding of Borrowings
	  	 	55	  
	 Section 2.07
	 	 Interest Elections
	  	 	55	  
	 Section 2.08
	 	 Termination of Commitments
	  	 	56	  
	 Section 2.09
	 	 Repayment of Loans; Evidence of Debt
	  	 	56	  
	 Section 2.10
	 	 Repayment of Term Loans
	  	 	57	  
	 Section 2.11
	 	 Prepayment of Loans
	  	 	58	  
	 Section 2.12
	 	 Fees
	  	 	60	  
	 Section 2.13
	 	 Interest
	  	 	60	  
	 Section 2.14
	 	 Alternate Rate of Interest
	  	 	61	  
	 Section 2.15
	 	 Increased Costs
	  	 	62	  
	 Section 2.16
	 	 Break Funding Payments
	  	 	62	  
	 Section 2.17
	 	 Taxes
	  	 	63	  
	 Section 2.18
	 	 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs
	  	 	66	  
	 Section 2.19
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	68	  
	 Section 2.20
	 	 Illegality
	  	 	69	  
	 Section 2.21
	 	 Incremental Commitments
	  	 	69	  
	 Section 2.22
	 	 Defaulting Lender
	  	 	74	  
		
	 ARTICLE III Representations and Warranties
	  	 	75	  
			
	 Section 3.01
	 	 Organization; Powers
	  	 	75	  
	 Section 3.02
	 	 Authorization
	  	 	75	  
	 Section 3.03
	 	 Enforceability
	  	 	76	  
	 Section 3.04
	 	 Governmental Approvals
	  	 	76	  
	 Section 3.05
	 	 Financial Statements
	  	 	76	  
	 Section 3.06
	 	 No Material Adverse Effect
	  	 	76	  
	 Section 3.07
	 	 Title to Properties; Possession Under Leases
	  	 	76	  
	 Section 3.08
	 	 Subsidiaries
	  	 	77	  
	 Section 3.09
	 	 Litigation; Compliance with Laws
	  	 	77	  
	 Section 3.10
	 	 Federal Reserve Regulations
	  	 	78	  
	 Section 3.11
	 	 Investment Company Act
	  	 	78	  


  
 i 









							
	 Section 3.12
	 	 Use of Proceeds
	  	 	78	  
	 Section 3.13
	 	 Tax Returns
	  	 	78	  
	 Section 3.14
	 	 No Material Misstatements
	  	 	78	  
	 Section 3.15
	 	 Employee Benefit Plans
	  	 	79	  
	 Section 3.16
	 	 Environmental Matters
	  	 	79	  
	 Section 3.17
	 	 Security Documents
	  	 	79	  
	 Section 3.18
	 	 Location of Real Property
	  	 	80	  
	 Section 3.19
	 	 Solvency
	  	 	80	  
	 Section 3.20
	 	 Labor Matters
	  	 	81	  
	 Section 3.21
	 	 Insurance
	  	 	81	  
	 Section 3.22
	 	 No Default
	  	 	81	  
	 Section 3.23
	 	 Intellectual Property; Licenses, Etc.
	  	 	81	  
	 Section 3.24
	 	 Senior Debt
	  	 	81	  
	 Section 3.25
	 	 USA PATRIOT Act; OFAC
	  	 	82	  
	 Section 3.26
	 	 Foreign Corrupt Practices Act
	  	 	82	  
		
	 ARTICLE IV Conditions of Lending
	  	 	82	  
			
	 Section 4.01
	 	 Closing Date Conditions
	  	 	82	  
	 Section 4.02
	 	 Additional Conditions
	  	 	82	  
		
	 ARTICLE V Affirmative Covenants
	  	 	85	  
			
	 Section 5.01
	 	 Existence; Business and Properties
	  	 	85	  
	 Section 5.02
	 	 Insurance
	  	 	85	  
	 Section 5.03
	 	 Taxes
	  	 	86	  
	 Section 5.04
	 	 Financial Statements, Reports, etc.
	  	 	87	  
	 Section 5.05
	 	 Litigation and Other Notices
	  	 	88	  
	 Section 5.06
	 	 Compliance with Laws
	  	 	89	  
	 Section 5.07
	 	 Maintaining Records; Access to Properties and Inspections
	  	 	89	  
	 Section 5.08
	 	 Use of Proceeds
	  	 	89	  
	 Section 5.09
	 	 Compliance with Environmental Laws
	  	 	89	  
	 Section 5.10
	 	 Further Assurances; Additional Security
	  	 	89	  
	 Section 5.11
	 	 Rating
	  	 	93	  
	 Section 5.12
	 	 Post-Closing
	  	 	93	  
		
	 ARTICLE VI Negative Covenants
	  	 	93	  
			
	 Section 6.01
	 	 Indebtedness
	  	 	93	  
	 Section 6.02
	 	 Liens
	  	 	99	  
	 Section 6.03
	 	 Sale and Lease-Back Transactions
	  	 	104	  
	 Section 6.04
	 	 Investments, Loans and Advances
	  	 	104	  
	 Section 6.05
	 	 Mergers, Consolidations, Sales of Assets and Acquisitions
	  	 	109	  
	 Section 6.06
	 	 Dividends and Distributions
	  	 	112	  
	 Section 6.07
	 	 Transactions with Affiliates
	  	 	114	  
	 Section 6.08
	 	 Business of the Borrower and the Subsidiaries
	  	 	117	  
	 Section 6.09
	 	 Limitation on Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.
	  	 	117	  
	 Section 6.10
	 	 Fiscal Year
	  	 	119	  


  
 ii 









							
	 ARTICLE VII Events of Default
	  	 	120	  
			
	 Section 7.01
	 	 Events of Default
	  	 	120	  
	 Section 7.02
	 	 Treatment of Certain Payments
	  	 	123	  
		
	 ARTICLE VIII The Agents
	  	 	123	  
			
	 Section 8.01
	 	 Appointment
	  	 	123	  
	 Section 8.02
	 	 Delegation of Duties
	  	 	123	  
	 Section 8.03
	 	 Exculpatory Provisions
	  	 	124	  
	 Section 8.04
	 	 Reliance by Agents
	  	 	125	  
	 Section 8.05
	 	 Notice of Default
	  	 	125	  
	 Section 8.06
	 	 Non-Reliance on Agents and Other Lenders
	  	 	125	  
	 Section 8.07
	 	 Indemnification
	  	 	126	  
	 Section 8.08
	 	 Agent in Its Individual Capacity
	  	 	126	  
	 Section 8.09
	 	 Successor Administrative Agent
	  	 	126	  
	 Section 8.10
	 	 Arrangers, Syndication Agents and Documentation Agents
	  	 	127	  
	 Section 8.11
	 	 Security Documents and Collateral Agent
	  	 	127	  
	 Section 8.12
	 	 Right to Realize on Collateral and Enforce Guarantees
	  	 	128	  
	 Section 8.13
	 	 Withholding Tax
	  	 	128	  
		
	 ARTICLE IX Miscellaneous
	  	 	129	  
			
	 Section 9.01
	 	 Notices; Communications
	  	 	129	  
	 Section 9.02
	 	 Survival of Agreement
	  	 	130	  
	 Section 9.03
	 	 Binding Effect
	  	 	130	  
	 Section 9.04
	 	 Successors and Assigns
	  	 	130	  
	 Section 9.05
	 	 Expenses; Indemnity
	  	 	135	  
	 Section 9.06
	 	 Right of Set-off
	  	 	137	  
	 Section 9.07
	 	 Applicable Law
	  	 	137	  
	 Section 9.08
	 	 Waivers; Amendment
	  	 	137	  
	 Section 9.09
	 	 Interest Rate Limitation
	  	 	140	  
	 Section 9.10
	 	 Entire Agreement
	  	 	140	  
	 Section 9.11
	 	 WAIVER OF JURY TRIAL
	  	 	140	  
	 Section 9.12
	 	 Severability
	  	 	141	  
	 Section 9.13
	 	 Counterparts
	  	 	141	  
	 Section 9.14
	 	 Headings
	  	 	141	  
	 Section 9.15
	 	 Jurisdiction; Consent to Service of Process
	  	 	141	  
	 Section 9.16
	 	 Confidentiality
	  	 	142	  
	 Section 9.17
	 	 Platform; Borrower Materials
	  	 	142	  
	 Section 9.18
	 	 Release of Liens and Guarantees
	  	 	143	  
	 Section 9.19
	 	 Judgment Currency
	  	 	144	  
	 Section 9.20
	 	 USA PATRIOT Act Notice
	  	 	144	  
	 Section 9.21
	 	 Affiliate Lenders
	  	 	145	  
	 Section 9.22
	 	 Agency of the Borrower for the Loan Parties
	  	 	146	  


  
 iii 









			
	 Exhibits, Schedules and Annex

		
	 Exhibit A
	  	 Form of Assignment and Acceptance

	 Exhibit B
	  	 Form of Administrative Questionnaire

	 Exhibit C
	  	 Form of Solvency Certificate

	 Exhibit D
	  	 Form of Borrowing Request

	 Exhibit E
	  	 Form of Interest Election Request

	 Exhibit F
	  	 Form of Mortgage

	 Exhibit G
	  	 Form of Permitted Loan Purchase Assignment and Acceptance

	 Exhibit H
	  	 Form of Second Lien/Second Lien Intercreditor Agreement

	 Exhibit I
	  	 Form of Non-Bank Tax Certificate

	 Exhibit J
	  	 Form of Intercompany Subordination Terms

		
	 Schedule 1.01(A)
	  	 Certain Excluded Equity Interests

	 Schedule 1.01(B)
	  	 Immaterial Subsidiaries

	 Schedule 1.01(C)
	  	 [Reserved]

	 Schedule 1.01(D)
	  	 Closing Date Unrestricted Subsidiaries

	 Schedule 1.01(E)
	  	 Closing Date Mortgaged Properties

	 Schedule 1.01(F)
	  	 Excluded Trademarks

	 Schedule 2.01
	  	 Commitments

	 Schedule 3.01
	  	 Organization and Good Standing

	 Schedule 3.04
	  	 Governmental Approvals

	 Schedule 3.05
	  	 Financial Statements

	 Schedule 3.07(c)
	  	 Notices of Condemnation

	 Schedule 3.08(a)
	  	 Subsidiaries

	 Schedule 3.08(b)
	  	 Subscriptions

	 Schedule 3.13
	  	 Taxes

	 Schedule 3.16
	  	 Environmental Matters

	 Schedule 3.21
	  	 Insurance

	 Schedule 3.23
	  	 Intellectual Property

	 Schedule 5.12
	  	 Post-Closing Items

	 Schedule 6.01
	  	 Indebtedness

	 Schedule 6.02(a)
	  	 Liens

	 Schedule 6.04
	  	 Investments

	 Schedule 6.07
	  	 Transactions with Affiliates

	 Schedule 9.01
	  	 Notice Information



  
 iv 








 SECOND LIEN CREDIT AGREEMENT, dated as of August 3, 2015 (this
“Agreement”), among HB HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), HOSTESS BRANDS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from
time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders. 

WHEREAS, in order to repay, or cause to be repaid, in full all amounts outstanding under, and terminate the commitments under,
the Existing Credit Agreements and to finance the Closing Date Dividend, the Borrower has requested the Lenders to extend credit as set forth herein; 

NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set
forth herein. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 

Definitions 

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified
below: 
 “ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the LIBO Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark
Administration Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been
nominated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to
a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case
may be. 
 “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. 

“ABR Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in
accordance with the provisions of Article II. 
 “Additional Mortgage” shall have the meaning assigned
to such term in Section 5.10(c). 
 “Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing,
if any; provided that if the Adjusted LIBO Rate shall be less than zero pursuant to this clause (x), such rate shall be deemed zero and (y) in the case of Eurocurrency Borrowings composed of Eurocurrency Loans, 1.00%. 

“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this
Agreement, together with its successors and assigns. 







 “Administrative Agent Fee Letter” shall mean that certain
Administrative Agent Fee Letter dated as of August 3, 2015 by and among the Borrower and the Administrative Agent. 

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c). 

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit B or such other form supplied by the Administrative Agent. 
 “Affiliate” shall mean,
when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. 

“Affiliate Lender” shall have the meaning assigned to such term in Section 9.21(a). 

“Agents” shall mean the Administrative Agent and the Collateral Agent. 

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this
Agreement, as may be amended, restated, supplemented or otherwise modified from time to time. 
 “Agreement
Currency” shall have the meaning assigned to such term in Section 9.19. 
 “All-in Yield”
shall mean, as to any Loans (or Pari Term Loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or Pari Term Loans, if applicable) in the primary syndication thereof, as reasonably
determined by the Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees
shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or Pari Term Loans, if applicable)); and provided, further, that “All-in Yield” shall not include arrangement,
commitment, underwriting, structuring or similar fees and customary consent fees for an amendment paid generally to consenting lenders. 

“Applicable Collateral Agent” shall mean the First-Priority Collateral Agent or, following the Discharge of
First-Priority Obligations, the Collateral Agent. 
 “Applicable Date” shall have the meaning assigned to
such term in Section 9.08(f). 
 “Applicable Margin” shall mean for any day (i) with respect to
any Term B Loan, 7.50% per annum in the case of any Eurocurrency Loan and 6.50% per annum in the case of any ABR Loan; and (ii) with respect to any Other Term Loan, the “Applicable Margin” set forth in the Incremental
Assumption Agreement relating thereto. 
 “Applicable Period” shall mean an Excess Cash Flow Period or an
Excess Cash Flow Interim Period, as the case may be. 
 “Approved Fund” shall have the meaning assigned to
such term in Section 9.04(b)(ii). 
 “Arrangers” shall mean, collectively, Credit Suisse Securities
(USA) LLC, UBS Securities LLC, Deutsche Bank Securities Inc., Nomura Securities International, Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets. 

  
 2 








 “Asset Sale” shall mean any loss, damage, destruction or
condemnation of, or any Disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of, any asset or assets of the Borrower or any Subsidiary. 

“Assignee” shall have the meaning assigned to such term in Section 9.04(b)(i). 

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee,
and accepted by the Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower. 

“Assignor” shall have the meaning assigned to such term in Section 9.04(b)(i). 

“Below Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the definition of the
term “Cumulative Credit.” 
 “Board” shall mean the Board of Governors of the Federal Reserve
System of the United States of America. 
 “Board of Directors” shall mean, as to any person, the board of
directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity. 

“Borrower” shall have the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Borrower Materials” shall have the meaning assigned to such term in Section 9.17(a). 

“Borrowing” shall mean a group of Loans of a single Type under a single Facility, and made on a single date
and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect. 
 “Borrowing
Minimum” shall mean (a) in the case of Eurocurrency Loans, $1,000,000 and (b) in the case of ABR Loans, $1,000,000. 

“Borrowing Multiple” shall mean (a) in the case of Eurocurrency Loans, $500,000 and (b) in the case
of ABR Loans, $250,000. 
 “Borrowing Request” shall mean a request by the Borrower in accordance with the
terms of Section 2.03 and substantially in the form of Exhibit D or another form approved by the Administrative Agent. 

“Budget” shall have the meaning assigned to such term in Section 5.04(e). 

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in
deposits in Dollars in the London interbank market. 
 “Capital Expenditures” shall mean, for any person in
respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the
statement of cash flows of such person. 

  
 3 








 “Capitalized Lease Obligations” shall mean, at the time any
determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with
GAAP; provided that obligations of the Borrower or its Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries, either existing on the Closing Date or created thereafter that
(a) initially were not included on the consolidated balance sheet of the Borrower as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming
consolidated with the Borrower and its Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the
Closing Date and were required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Closing Date had they existed at that time, shall for all purposes not be treated as
Capitalized Lease Obligations or Indebtedness. 
 “Capitalized Software Expenditures” shall mean, for any
period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance
with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such person and its subsidiaries. 

“Cash Interest Expense” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
for any period, Interest Expense for such period to the extent such amounts are paid in cash for such period, excluding, without duplication, in any event (a) pay-in-kind Interest Expense or other non-cash Interest Expense (including as a
result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, the Borrower or any Subsidiary, including such fees paid in connection with the
Transactions or upon entering into a Permitted Securitization Financing, and (c) the amortization of debt discounts, if any, or fees in respect of Hedging Agreements; provided, that Cash Interest Expense shall exclude any one time
financing fees, including those paid in connection with the Transactions, or upon entering into a Permitted Securitization Financing or any amendment of this Agreement. 

“Cash Management Agreement” shall mean any agreement to provide to Holdings, the Borrower or any Subsidiary
cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit,
payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services,
stop payment services and wire transfer services. 
 “CFC” shall mean a “controlled foreign
corporation” within the meaning of section 957(a) of the Code. 
 A “Change in Control” shall be
deemed to occur if: 
 (a) (i) at any time prior to a Qualified IPO, (x) the Permitted Holders in
the aggregate shall at any time cease to have, directly or indirectly, the power to vote or direct the voting of at least 35% of the Voting Stock of the Borrower or (y) any person, entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person, entity or “group” and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of a percentage of the voting


  
 4 








 
power of the outstanding Voting Stock of the Borrower that is greater than the percentage of such voting power of such Voting Stock in the aggregate, directly or indirectly, beneficially owned by
the Permitted Holders or (ii) at any time on and after a Qualified IPO, any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person,
entity or “group” and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders (or any holding company parent of the Borrower
owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of voting power of the outstanding Voting Stock of the
Borrower having more than the greater of (A) 35% of the ordinary voting power for the election of directors of the Borrower and (B) the percentage of the ordinary voting power for the election of directors of the Borrower owned in the
aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless in the case of either clause (i) or (ii) of this clause (a), the Permitted Holders have, at such time, the right or the ability by voting power,
contract or otherwise to elect or designate for election at least a majority of the members of the Board of Directors of the Borrower; or 

(b) a “Change in Control” (as defined in (i) the First Lien Credit Agreement, (ii) any
indenture or credit agreement in respect of Permitted Refinancing Indebtedness with respect to the First Lien Credit Agreement constituting Material Indebtedness or (iii) any indenture or credit agreement in respect of any Junior Financing
constituting Material Indebtedness) shall have occurred; or 
 (c) Holdings shall fail to own, directly or
indirectly, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower (other than in connection with or after a Qualified IPO of the Borrower); 

provided, however, that no Permitted Change in Control shall constitute a Change in Control under this Agreement or any
other Loan Document. 
 “Change in Law” shall mean (a) the adoption of any law, rule or regulation
after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of
Section 2.15(b), by any Lending Office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after
the Closing Date; provided, however, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank
Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under
or in connection with, all interpretations and applications of, and any compliance by a Lender with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law” but only to the extent a Lender is
imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of America
cash flow term loan credit facilities. 
 “Charges” shall have the meaning assigned to such term in
Section 9.09. 
 “Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether
such Loan or the Loans comprising such Borrowing are Term B Loans or Other Term Loans; and (b) when 

  
 5 








 
used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Term B Loans or Other Term Loans. Other Term Loans that have different terms and conditions
(together with the Commitments in respect thereof) from the Term B Loans from other Other Term Loans shall be construed to be in separate and distinct Classes. 

“Class Loans” shall have the meaning assigned to such term in Section 9.08(f). 

“Closing Date” shall mean August 3, 2015. 

“Closing Date Dividend” shall mean a cash distribution in an amount not to exceed $920,000,000 made on the
Closing Date by the Borrower to Holdings, and by Holdings to its shareholders. 
 “Closing Date Mortgaged
Properties” shall have the meaning assigned to such term in the definition of “Mortgaged Properties.” 

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

“Co-Investors” shall mean each of (a) the Fund and the Fund Affiliates, (b) the Management Group,
(c) Metropoulos-related Persons and (d) any other investors party to that certain Hostess CDM Co-invest, LLC Limited Liability Company Agreement dated as of April 9, 2013 (as amended, restated, supplemented or otherwise modified prior
to the Closing Date) as of the Closing Date and, in each case, disclosed to the Arrangers on or prior to the Closing Date and their respective Permitted Transferees, in each case of the foregoing, excluding any of their respective portfolio
companies. 
 “Collateral” shall mean all the “Collateral” as defined in any Security Document
and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document. 

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties,
together with its successors and permitted assigns in such capacity. 
 “Collateral Agreement” shall mean
the Collateral Agreement (Second Lien) dated as of the Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, among the Borrower, each Subsidiary Loan Party and the Collateral Agent. 

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case, subject to
Sections 5.10(d), (e) and (g) and Schedule 5.12, the First Lien/Second Lien Intercreditor Agreement and any other Permitted Senior Intercreditor Agreement): 

(a) on the Closing Date, the Collateral Agent shall have received (i) from the Borrower and each
Subsidiary Loan Party, a counterpart of the Collateral Agreement, (ii) from each Subsidiary Loan Party, a counterpart of the Subsidiary Guarantee Agreement, (iii) from Holdings, a counterpart of the Holdings Guarantee Agreement and
(iv) from the parties thereto, a fully executed First Lien/Second Lien Intercreditor Agreement, in each case, duly executed and delivered on behalf of such person; 

(b) on the Closing Date, (i)(x) all outstanding Equity Interests directly owned by the Loan Parties (other than
Holdings), other than Excluded Securities, and (y) all Indebtedness owing to any Loan Party, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement and (ii) the Applicable Collateral Agent shall have
received certificates or 

  
 6 








 
other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock
powers, note powers or other instruments of transfer with respect thereto endorsed in blank; 
 (c) in the
case of any person that becomes a Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received (i) a supplement to the Collateral Agreement and the Subsidiary Guarantee Agreement and (ii) supplements to the other
Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the Administrative Agent, in each case, duly executed and delivered on behalf of such Subsidiary Loan Party; 

(d) after the Closing Date, (x) all outstanding Equity Interests of any person that becomes a Subsidiary
Loan Party after the Closing Date and (y) subject to Section 5.10(g), all Equity Interests directly acquired by a Loan Party after the Closing Date, other than Excluded Securities, shall have been pledged pursuant to the Collateral
Agreement, together with stock powers or other instruments of transfer (if applicable) with respect thereto endorsed in blank; 

(e) except as otherwise contemplated by this Agreement or any Security Document, all documents and instruments,
including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office, and all other actions reasonably requested by the Applicable Collateral Agent (including
those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the
extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly
following, the execution and delivery of each such Security Document; 
 (f) within (x) 120 days after
the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in
Section 5.10 with respect to Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property
duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and
enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel regarding the enforceability, due
authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions as the Collateral Agent may reasonably request, in form and substance reasonably acceptable to the Collateral Agent,
(iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other documents as the Collateral Agent may reasonably request that are available to the Borrower without material expense with respect to any such
Mortgage or Mortgaged Property; 
 (g) within (x) 120 days after the Closing Date with respect to each
Closing Date Mortgaged Property set forth on Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in Section 5.10 with respect to
Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received (i) a policy or policies or marked up unconditional binder of title 

  
 7 








 
insurance with respect to properties located in the United States of America, or a date-down and modification endorsement, if available, paid for by the Borrower, issued by a nationally
recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance
as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located and (ii) a survey of each Mortgaged Property (including all
improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States of
America, which is (A) complying in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of
such survey and (B) sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Collateral Agent; 

(h) evidence of the insurance required by the terms of Section 5.02 hereof; and 

(i) after the Closing Date, the Collateral Agent shall have received (i) such other Security Documents as
may be required to be delivered pursuant to Section 5.10 or the Collateral Agreement, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance with any other requirements of Section 5.10. 

“Commitments” shall mean with respect to any Lender, such Lender’s Term Facility Commitment. 

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as
amended from time to time, and any successor statute. 
 “Conduit Lender” shall mean any special purpose
corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit
Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender unless the designation of such Conduit Lender is made
with the prior written consent of the Borrower (not to be unreasonably withheld or delayed), which consent shall specify that it is being made pursuant to the proviso in the definition of Conduit Lender and provided that the designating Lender
provides such information as the Borrower reasonably requests in order for the Borrower to determine whether to provide its consent or (b) be deemed to have any Commitment. 

“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than
letters of credit or bank guarantees, to the extent undrawn) consisting of Indebtedness for borrowed money and Disqualified Stock of the Borrower and the Subsidiaries determined on a consolidated basis on such date in accordance with GAAP. 

  
 8 








 “Consolidated Net Income” shall mean, with respect to any person
for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication, 

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge
(less all fees and expenses relating thereto), any severance, relocation or other restructuring expenses, any expenses related to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for
alternative uses, fees, expenses or charges relating to facility closing costs, rebranding costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facility
opening and integration costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity Interests or debt securities of the Borrower, Holdings or any Parent Entity, any Investment, acquisition, Disposition,
recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs
relating to auditing prior periods, any transition or startup-related expenses, and Transaction Expenses incurred before, on or after the Closing Date), in each case, shall be excluded, 

(ii) any net after-tax income or loss from Disposed of, abandoned, closed or discontinued operations or fixed
assets and any net after-tax gain or loss on Disposed of, abandoned, closed or discontinued operations or fixed assets shall be excluded, 

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to
business Dispositions or asset Dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded, 

(iv) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to
the early extinguishment of indebtedness, Hedging Agreements or other derivative instruments shall be excluded, 

(v) (A) the Net Income for such period of any person that is not a subsidiary of such person, or is an
Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the
referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period and (B) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to
the extent converted into cash) received by the referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) from any person in excess of, but without duplication of, the amounts included in
subclause (A), 
 (vi) the cumulative effect of a change in accounting principles during such period
shall be excluded, 
 (vii) effects of purchase accounting adjustments (including the effects of such
adjustments pushed down to such person and its subsidiaries and including the effects of adjustments to (A) deferred rent, (B) Capitalized Lease Obligations or other obligations or deferrals attributable to capital spending funds with
suppliers or (C) any other deferrals of income) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,


  
 9 








 (viii) any impairment charges or asset write-offs, in each case
pursuant to GAAP, and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded, 

(ix) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee
benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded, 

(x) accruals and reserves that are established or adjusted within 12 months after the Closing Date or the
Permitted Change in Control Effective Date, as applicable, and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded, 

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by the
applicable standard under GAAP and related interpretation shall be excluded, 
 (xii) any gain, loss, income,
expense or charge resulting from the application of any LIFO method shall be excluded, 
 (xiii) any non-cash
charges for deferred tax asset valuation allowances shall be excluded, 
 (xiv) any currency translation gains and losses
related to currency remeasurements of Indebtedness, and any net loss or gain resulting from Hedging Agreements for currency exchange risk, shall be excluded, 

(xv) any deductions attributable to minority interests shall be excluded, 

(xvi) (A) the non-cash portion of “straight-line” rent expense shall be excluded, (B) the cash portion of
“straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included, (C) the non-cash amortization of tenant allowances shall be excluded, (D) cash received from landlords for tenant
allowances shall be included and (E) to the extent not already included in Net Income, the cash portion of sublease rentals received shall be included (for the avoidance of doubt, the net effect of the adjustments in this clause (xvi) as
well as any related adjustments pursuant to clause (vii) above shall be to compute rent expense and rental income on a cash basis for purposes of determining Consolidated Net Income), 

(xvii) (A) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a
determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact
reimbursed within 365 days following the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption shall
be excluded; and (B) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts
actually received up to such estimated amount to the extent included in Net Income in a future period), 
 (xviii)
[reserved], and 

  
 10 








 (xix) without duplication, an amount equal to the amount of distributions
actually made to any parent or equity holder of such person in respect of such period in accordance with Section 6.06(b)(v) shall be included as though such amounts had been paid as income taxes directly by such person for such period.

 “Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the
Borrower and the consolidated Subsidiaries without giving effect to any impairment or amortization of the amount of intangible assets since the Closing Date, determined on a consolidated basis in accordance with GAAP, as set forth on the
consolidated balance sheet of the Borrower as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.02(g), 5.04(a) or 5.04(b), as applicable,
calculated on a Pro Forma Basis after giving effect to any acquisition or Disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter. 

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto. 

“Copyright” shall have the meaning assigned to such term in the Collateral Agreement. 

“Core Trademark” shall mean the U.S. rights of the Borrower or any Subsidiary in and to the mark
“Twinkies.” 
 “Credit Event” shall have the meaning assigned to such term in Article IV.

 “Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined
on a cumulative basis equal to, without duplication: 
 (a) the Cumulative Retained Excess Cash Flow Amount
at such time, plus 
 (b) (i) the aggregate amount of proceeds received after the Closing Date
and prior to such time that would have constituted Net Proceeds pursuant to clause (a) of the definition thereof, except for the operation of clause (x), (y) or (z) of the second proviso thereof (the “Below Threshold
Asset Sale Proceeds”) and (ii) the aggregate amount of any Declined Proceeds, plus 

(c) (i) the cumulative amount of proceeds (including cash and the fair market value (as determined in good
faith by the Borrower) of property other than cash) from the sale of Equity Interests of the Borrower, Holdings or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options), which proceeds
have been contributed as common equity to the capital of the Borrower, and (ii) common Equity Interests of Holdings, the Borrower or any Parent Entity issued upon conversion of Indebtedness (other than Indebtedness that is contractually
subordinated to the Loan Obligations in right of payment) of the Borrower or any Subsidiary owed to a person other than the Borrower or a Subsidiary not previously applied for a purpose other than use in the Cumulative Credit; provided, that
this clause (c) shall exclude sales of Equity Interests financed as contemplated by Section 6.04(e) or used as described in clause (ix) of the definition of “EBITDA” and any amounts used to finance the payments or
distributions in respect of any Junior Financing pursuant to Section 6.09(b)(i)(C), plus 
 (d)
100% of the aggregate amount of contributions as common equity to the capital of the Borrower received in cash (and the fair market value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to
the same exclusions as are applicable to clause (c) above); plus 

  
 11 








 (e) 100% of the aggregate principal amount of any Indebtedness
(including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary thereof issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which
has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in the Borrower, Holdings or any Parent Entity, plus 

(f) 100% of the aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value
(as determined in good faith by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after the Closing Date from: 

(A) the sale (other than to the Borrower or any Subsidiary) of the Equity Interests of an Unrestricted
Subsidiary, or 
 (B) any dividend or other distribution by an Unrestricted Subsidiary, plus 

(g) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged,
consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings, the Borrower or any Subsidiary, the fair market value (as determined in good faith by the Borrower) of the Investments of Holdings, the
Borrower or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus 

(h) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits
on sale, repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to Section 6.04(j)(Y), minus 

(i) any amounts thereof used to make Investments pursuant to Section 6.04(j)(Y) after the Closing
Date prior to such time, minus 
 (j) the cumulative amount of Restricted Payments made pursuant to
Section 6.06(e) prior to such time, minus 
 (k) any amount thereof used to make payments or
distributions in respect of Junior Financings pursuant to Section 6.09(b)(i)(E) (other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause
(c) above); 
 provided, however, (A) for purposes of Section 6.06(e), the calculation of the Cumulative Credit
shall not include any Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clauses (i) and (k) above, and (B) the Cumulative Credit shall only be increased pursuant to clause (a) above to the
extent that Excess Cash Flow for any Excess Cash Flow Period exceeds the ECF Threshold Amount (or, with respect to any Excess Cash Flow Interim Period, a pro rata portion of such amount). 

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount (which shall not be less
than zero in the aggregate) determined on a cumulative basis equal to: 
 (a) the aggregate cumulative sum of
the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date, plus 

  
 12 








 (b) for each Excess Cash Flow Interim Period ended prior to such
date but as to which the corresponding Excess Cash Flow Period has not ended, an amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim Period, minus 

(c) the cumulative amount of all Retained Excess Cash Flow Overfundings as of such date. 

“Current Assets” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any
date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as
current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Securitization Financing is accounted for off balance sheet, (x) gross
accounts receivable comprising part of the Securitization Assets subject to such Permitted Securitization Financing less (y) collections against the amounts sold pursuant to clause (x). 

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than (a) the
current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction
costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and
(f) accruals for add-backs to EBITDA included in clauses (a)(iv), (a)(v), and (a)(vii) of the definition of such term. 

“Debt Fund Affiliate Lender” shall mean entities managed by the Fund or funds advised by its affiliated
management companies that are primarily engaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the
ordinary course and with respect to which the Fund does not, directly or indirectly, possess the power to direct or cause the direction of the investment in policies of such entity. 

“Debt Service” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any
period, Cash Interest Expense for such period, plus scheduled principal amortization of Consolidated Debt for such period. 

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions
from time to time in effect. 
 “Declined Proceeds” shall have the meaning assigned to such term in
Section 2.10(c)(i). 
 “Declining Lender” shall have the meaning assigned to such term in
Section 2.10(c)(i). 
 “Default” shall mean any event or condition that upon notice, lapse of time or
both would constitute an Event of Default. 
 “Defaulting Lender” shall mean, subject to Section 2.22,
any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in
writing 

  
 13 








 
that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due,
(b) has notified the Borrower or the Administrative Agent in writing that it does not intend or expect to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a
public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief
Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in
that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.22) upon delivery of written notice of such determination to the Borrower and each Lender. 

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the
Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower,
setting forth such valuation, less the amount of cash or cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration. 

“Discharge of First-Priority Obligations” shall mean the “Discharge” (as defined in the First
Lien/Second Lien Intercreditor Agreement) of “First Lien Obligations” (as defined in the First Lien/Second Lien Intercreditor Agreement) (or other analogous term(s) in another Permitted Senior Intercreditor Agreement, as applicable),
except that for purposes of Section 2.11, “First Lien Obligations” shall not include any First Lien Obligations (as defined in such Intercreditor Agreement) that are in the nature of revolving loans or letters of credit or in respect
of any Secured Cash Management Agreements (as defined in the First Lien Credit Agreement) or Secured Hedge Agreements (as defined in the First Lien Credit Agreement). 

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of
Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction. 

  
 14 








 “Dispose” or “Disposed of” shall mean to
convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing. 

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, by its
terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for
Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance thereof (provided, that only the portion of the Equity Interests that so mature or are mandatorily
redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee
or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations
thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Documentation Agents” shall mean, collectively, Credit Suisse Securities (USA) LLC, UBS Securities LLC,
Deutsche Bank Securities Inc., Nomura Securities International, Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets. 

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of
the most recent Revaluation Date or other applicable date of determination) for the purchase of Dollars with such currency. 

“Dollars” or “$” shall mean lawful money of the United States of America. 

“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary. 

“EBITDA” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any
period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through
(xiii) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined): 

(i) provision for Taxes based on income, profits or capital of the Borrower and the Subsidiaries for such
period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations), 

  
 15 








 (ii) Interest Expense (and to the extent not included in Interest
Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of the Borrower and the
Subsidiaries for such period (net of interest income of the Borrower and the Subsidiaries for such period), 

(iii) depreciation and amortization expenses of the Borrower and the Subsidiaries for such period including the
amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, 

(iv) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of
doubt, shall include the effect of SKU assortment rationalization or inventory, distribution, marketing or sales optimization programs, slotting fees and first year racking programs, facility closure, facility or distribution or sales channel
consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), 

(v) any other non-cash charges; provided, that for purposes of this subclause (v) of this
clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid
cash item that was paid in a prior period), 
 (vi) the amount of (x) management, consulting,
monitoring, transaction and advisory fees and related expenses paid to the Fund or any Fund Affiliate (or any accruals related to such fees and related expenses) during such period not in contravention of this Agreement and (y) salary, bonus
and other benefits and related expenses paid to, or on behalf of, a Metropoulos-related Person (or any accruals related to such fees and related expenses) during such period not in contravention of this Agreement, 

(vii) any expenses or charges (other than depreciation or amortization expense as described in the preceding
clause (iii)) related to any issuance of Equity Interests, Investment, acquisition, New Project, Disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a
refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to the First Lien Credit Agreement and this Agreement, (y) any amendment or other modification of the Obligations or other Indebtedness
and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Securitization Financing, 

(viii) the amount of loss or discount in connection with a Permitted Securitization Financing, 

(ix) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or a Subsidiary Loan Party (other
than contributions received from the Borrower or another Subsidiary Loan Party) or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Stock), 

(x) non-operating expenses, 

  
 16 








 (xi) the amount of any loss attributable to a New Project, until
the date that is 12 months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided, that (A) such losses are reasonably identifiable and factually supportable
and certified by a Responsible Officer of the Borrower and (B) losses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included
in this clause (xi), 
 (xii) with respect to any joint venture that is not a Subsidiary and solely to
the extent relating to any net income referred to in clause (v) of the definition of “Consolidated Net Income”, an amount equal to the proportion of those items described in clauses (i) and (ii) above relating to
such joint venture corresponding to the Borrower’s and the Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary), and 

(xiii) one-time costs associated with commencing Public Company Compliance; 

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such
Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Borrower and the Subsidiaries for such period (but excluding any such items (A) in respect of which
cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period). 

Notwithstanding anything to the contrary contained herein and subject to adjustments permitted hereunder with respect to
acquisitions, Dispositions and other transactions occurring following the Closing Date and/or pursuant to the definition of “Pro Forma Basis,” for purposes of determining EBITDA under this Agreement, EBITDA for the fiscal quarter ended
September 30, 2014 shall be deemed to be $52,400,000, EBITDA for the fiscal quarter ended December 31, 2014 shall be deemed to be $46,100,000, EBITDA for the fiscal quarter ended March 31, 2015 shall be deemed to be $46,000,000 and
EBITDA for the fiscal quarter ended June 30, 2015 shall be deemed to be $51,700,000. 
 “ECF Threshold
Amount” shall have the meaning assigned to such term in Section 2.11(c). 
 “EMU Legislation”
shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. 

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water,
navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law. 

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes,
ordinances, orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, use,
transport, management, Release or threatened Release of, or exposure to, any hazardous material or to public or employee health and safety matters (to the extent relating to the environment or hazardous materials). 

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16. 

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise
acquire, warrants, options, participations or other equivalents of or interests in 

  
 17 








 
(however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any
securities or other rights or interests convertible into or exchangeable for any of the foregoing. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time
to time and any final regulations promulgated and the rulings issued thereunder. 
 “ERISA Affiliate” shall
mean any trade or business (whether or not incorporated) that, together with Holdings, the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA
apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is,
or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required
contribution to a Multiemployer Plan; (e) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the
receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of
ERISA; (g) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, the Borrower,
a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the
Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; or (j) the withdrawal of any of Holdings, the Borrower, a Subsidiary or any
ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA. 
 “Euro” shall mean the lawful currency of the
Participating Member States introduced in accordance with the EMU Legislation. 
 “Eurocurrency Borrowing”
shall mean a Borrowing comprised of Eurocurrency Loans. 
 “Eurocurrency Loan” shall mean any Term Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II. 

“Event of Default” shall have the meaning assigned to such term in Section 7.01. 

  
 18 








 “Excess Cash Flow” shall mean, with respect to the Borrower and
its Subsidiaries on a consolidated basis for any Applicable Period, EBITDA of the Borrower and its Subsidiaries on a consolidated basis for such Applicable Period, minus, without duplication, (A): 

(a) Debt Service for such Applicable Period, 

(b) the amount of any voluntary payment permitted hereunder of term Indebtedness during such Applicable Period
(other than any voluntary prepayment of the Term Loans or term indebtedness constituting Other Second Lien Debt, each of which shall be the subject of Section 2.11(c)) and the amount of any voluntary payments of revolving Indebtedness to the
extent accompanied by permanent reductions of any revolving facility commitments (other than any voluntary prepayments of the Revolving Facility Commitment, which shall be the subject of Section 2.11(c)) during such Applicable Period to the
extent an equal amount of loans thereunder was simultaneously repaid, so long as the amount of such prepayment is not already reflected in Debt Service, 

(c) (i) Capital Expenditures by the Borrower and the Subsidiaries on a consolidated basis during such
Applicable Period that are paid in cash and (ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions and other Investments permitted hereunder (excluding Permitted Investments and
intercompany Investments in Subsidiaries and Investments made pursuant to Section 6.04(j)(Y)), 
 (d)
Capital Expenditures, Permitted Business Acquisitions, New Project expenditures or other permitted Investments (excluding Permitted Investments and intercompany Investments in Subsidiaries), that the Borrower or any Subsidiary shall, during such
Applicable Period, become obligated to make or otherwise anticipated to make payments with respect thereto but that are not made during such Applicable Period; provided, that (i) the Borrower shall deliver a certificate to the
Administrative Agent not later than the date required for the delivery of the certificate pursuant to Section 2.11(c), signed by a Responsible Officer of the Borrower and certifying that payments in respect of such Capital Expenditures,
Permitted Business Acquisitions, New Project expenditures or other permitted Investments are expected to be made in the following Excess Cash Flow Period, and (ii) any amount so deducted shall not be deducted again in a subsequent Applicable
Period, 
 (e) Taxes paid in cash by Holdings and its Subsidiaries on a consolidated basis during such
Applicable Period or that will be paid or distributed within six months after the close of such Applicable Period including the amount of any distributions pursuant to Section 6.06(b)(iii) and Section 6.06(b)(v) during such Applicable
Period; provided, that with respect to any such amounts to be paid or distributed after the close of such Applicable Period, (i) any amount so deducted shall not be deducted again in a subsequent Applicable Period, and
(ii) appropriate reserves shall have been established in accordance with GAAP, 
 (f) an amount equal to
any increase in Working Capital (other than any increase arising from the recognition or de-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for such
Applicable Period and any anticipated increase, estimated by the Borrower in good faith, for the following Excess Cash Flow Period, 

(g) cash expenditures made in respect of Hedging Agreements during such Applicable Period, to the extent not
reflected in the computation of EBITDA or Interest Expense, 
 (h) permitted Restricted Payments paid in cash
by the Borrower during such Applicable Period and permitted Restricted Payments paid by any Subsidiary to any person other than Holdings, the Borrower or any of the Subsidiaries during such Applicable Period, in each case in accordance with
Section 6.06 (other than Section 6.06(e)), 

  
 19 








 (i) amounts paid in cash during such Applicable Period on account
of (A) items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the Borrower and its Subsidiaries in a prior
Applicable Period and (B) reserves or accruals established in purchase accounting, 
 (j) to the extent
not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan
Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith, 

(k) the amount related to items that were added to or not deducted from Net Income in calculating Consolidated
Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Applicable Period), or an
accrual for a cash payment, by the Borrower and its Subsidiaries or did not represent cash received by the Borrower and its Subsidiaries, in each case on a consolidated basis during such Applicable Period, and 

(l) the amount of (A) any deductions attributable to minority interests that were added to or not deducted
from Net Income in calculating Consolidated Net Income and (B) EBITDA of joint ventures and minority investees added to Consolidated Net Income in calculating EBITDA pursuant to the last paragraph of the definition thereof, 

plus, without duplication, (B): 

(a) an amount equal to any decrease in Working Capital (other than any decrease arising from the recognition or
de-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and its Subsidiaries for such Applicable Period, 

(b) all amounts referred to in clauses (A)(b), (A)(c) and (A)(d) above to the extent funded with the
proceeds of the issuance or the incurrence of Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness, but excluding proceeds of extensions of credit under any revolving credit facility), the sale or issuance of any
Equity Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any
person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above, 

(c) to the extent any permitted Capital Expenditures, Permitted Business Acquisitions or permitted Investments
referred to in clause (A)(d) above do not occur in the following Applicable Period of the Borrower specified in the certificate of the Borrower provided pursuant to clause (A)(d) above, the amount of such Capital Expenditures, Permitted
Business Acquisitions or permitted Investments that were not so made in such following Applicable Period, 

(d) cash payments received in respect of Hedging Agreements during such Applicable Period to the extent
(i) not included in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense, 

  
 20 








 (e) any extraordinary or nonrecurring gain realized in cash
during such Applicable Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)) or the comparable provision in the First Lien Credit Agreement), and 

(f) the amount related to items that were deducted from or not added to Net Income in connection with
calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (i) such items represented cash received by the Borrower or any Subsidiary or (ii) such items do
not represent cash paid by the Borrower or any Subsidiary, in each case on a consolidated basis during such Applicable Period. 

“Excess Cash Flow Interim Period” shall mean, (x) during any Excess Cash Flow Period, any one, two, or
three-quarter period (a) commencing on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash
Flow Period and (b) ending on the last day of the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period
from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available. 

“Excess Cash Flow Period” shall mean each fiscal year of the Borrower, commencing with the fiscal year of the
Borrower ending on December 31, 2016. 
 “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended. 
 “Excluded Contributions” shall mean the cash and Permitted Investments received by the
Borrower after the Closing Date from: (a) contributions to its common Equity Interests, and (b) the sale (other than to a Subsidiary of the Borrower or to any Subsidiary management equity plan or stock option plan or any other management
or employee benefit plan or agreement) of Qualified Equity Interests of the Borrower, in each case designated as Excluded Contributions pursuant to a certificate of a Responsible Officer of Holdings or the Borrower on or promptly after the date such
capital contributions are made or the date such Equity Interest is sold, as the case may be. 
 “Excluded
Indebtedness” shall mean all Indebtedness not incurred in violation of Section 6.01. 
 “Excluded
Property” shall have the meaning assigned to such term in Section 5.10(g). 
 “Excluded
Securities” shall mean any of the following: 
 (a) any Equity Interests or Indebtedness with
respect to which the Applicable Collateral Agent and the Borrower reasonably agree that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be
excessive in relation to the value to be afforded thereby; 
 (b) in the case of any pledge of voting Equity
Interests of any Foreign Subsidiary (in each case, that is owned directly by the Borrower or a Subsidiary Loan Party) to secure the Obligations, any voting Equity Interest of such Foreign Subsidiary in excess of 65% of the outstanding Equity
Interests of such class; 

  
 21 








 (c) in the case of any pledge of voting Equity Interests of any
FSHCO (in each case, that is owned directly by the Borrower or a Subsidiary Loan Party) to secure the Obligations, any voting Equity Interest of such FSHCO in excess of 65% of the outstanding Equity Interests of such class; 

(d) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any
Requirement of Law; 
 (e) any Equity Interests of any person that is not a Wholly Owned Subsidiary to the
extent (A) that a pledge thereof to secure the Obligations is prohibited by (i) any applicable organizational documents, joint venture agreement or shareholder agreement or (ii) any other contractual obligation with an unaffiliated
third party not in violation of Section 6.09(c) (other than, in this subclause (A)(ii), customary non-assignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirements of Law),
(B) any organizational documents, joint venture agreement or shareholder agreement (or other contractual obligation referred to in subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided,
that this clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly Owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to
obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such organizational documents, joint venture agreement or shareholder agreement or replacement or renewal thereof is in effect, or (C) a pledge thereof to
secure the Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any organizational documents, joint venture agreement or shareholder agreement governing such Equity Interests (or other contractual
obligation referred to in subclause (A)(ii) above) the right to terminate its obligations thereunder (other than, in the case of other contractual obligations referred to in subclause (A)(ii), customary non-assignment provisions which are
ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirement of Law); 

(f) any Equity Interests of any Immaterial Subsidiary, any Unrestricted Subsidiary or any Special Purpose
Securitization Subsidiary; 
 (g) any Equity Interests of any Subsidiary of, or other Equity Interests owned
by, a Foreign Subsidiary; 
 (h) any Equity Interests of any Subsidiary to the extent that the pledge of such
Equity Interests could reasonably be expected to result in material adverse tax consequences to the Borrower or any Subsidiary as determined in good faith by the Borrower; 

(i) any Equity Interests that are set forth on Schedule 1.01(A) to this Agreement or that have been
identified on or prior to the Closing Date in writing to the Agent by a Responsible Officer of the Borrower and agreed to by the Administrative Agent; 

(j) (x) any Equity Interests owned by Holdings and (y) any Indebtedness owned by Holdings; and 

(k) any Margin Stock. 

“Excluded Subsidiary” shall mean any of the following (except as otherwise provided in clause (b) of the
definition of “Subsidiary Loan Party”): 
 (a) each Immaterial Subsidiary, 

  
 22 








 (b) each Domestic Subsidiary that is not a Wholly Owned
Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), 
 (c) each Domestic
Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure
the Obligations (unless such consent, approval, license or authorization has been received), 
 (d) each
Domestic Subsidiary that is prohibited by any applicable contractual requirement from Guaranteeing or granting Liens to secure the Obligations on the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of
Section 6.09(c) (and for so long as such restriction or any replacement or renewal thereof is in effect), 

(e) any Special Purpose Securitization Subsidiary, 

(f) any Foreign Subsidiary, 

(g) any Domestic Subsidiary (i) that is an FSHCO or (ii) that is a Subsidiary of a Foreign Subsidiary
that is a CFC, 
 (h) any other Domestic Subsidiary with respect to which, (x) the Administrative Agent
and the Borrower reasonably agree that the cost or other consequences of providing a Guarantee of the Obligations, or the Applicable Collateral Agent and the Borrower reasonably agree that the cost of other consequences of granting Liens to secure
the Obligations are likely to be excessive in relation to the value to be afforded thereby or (y) providing such a Guarantee or granting such Liens could reasonably be expected to result in material adverse tax consequences as determined in
good faith by the Borrower, 
 (i) each Unrestricted Subsidiary, and 

(j) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract
participant” as defined in the Commodity Exchange Act and the regulations thereunder. 
 “Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) Taxes imposed
on or measured by its overall net income or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or
foreign law), and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office
in, or in the case of any Lender, having its applicable Lending Office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any
other Loan Documents or any transactions contemplated thereunder), (ii) U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is required to be
imposed on amounts payable to a Lender (other than to the extent such Lender is an assignee pursuant to a request by the Borrower under Section 2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender becomes a party hereto (or
designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments
from any Loan Party with respect to such withholding Tax pursuant to Section 2.17, (iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is
attributable to the Administrative Agent’s, any Lender’s or any other recipient’s failure to comply with Section 2.17(d) or (e) or (iv) any Tax imposed under FATCA. 

  
 23 








 “Excluded Trademarks” shall mean the individual Trademark
registrations (or applications for registrations) for the Core Trademark used either (a) in combination with an immaterial logo, design, word, slogan or other additional element or (b) in connection with immaterial goods and services,
including each of the Trademark registrations and applications for registrations specified on Schedule 1.01(F). 

“Existing Class Loans” shall have the meaning assigned to such term in Section 9.08(f). 

“Existing Credit Agreements” shall mean, collectively, (i) the Term Loan Credit Agreement, dated as of
April 9, 2013 and as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among the Existing Loan Parties, the lenders from time to time party thereto and Credit Suisse AG, Cayman Island Branch, as
administrative agent and (ii) the Asset-Based Revolving Credit Agreement, dated as of April 9, 2013 and as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among the Existing Loan Parties, the lenders
from time to time party thereto and UBS AG, Stamford Branch, as administrative agent. 
 “Existing Loan
Parties” shall mean Parent Holdco, Parent Holdco, with respect to Series O, Parent Holdco, with respect to Series R, Holdings, the Borrower, HB Holdings (RE), LLC, a Delaware limited liability company, and New HB Acquisition (RE), LLC, a
Delaware limited liability company. 
 “Extended Term Loan” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extending Lender” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extension” shall have the meaning assigned to such term in Section 2.21(e).

 “Facility” shall mean the respective facility and commitments utilized in making Loans and credit
extensions hereunder, it being understood that, as of the Closing Date there is one Facility (i.e., the Term B Facility) and thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit
thereunder. 
 “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), or any Treasury Regulations promulgated thereunder or official administrative interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of
the Code. 
 “Federal Funds Effective Rate” shall mean, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%) of the
quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 

  
 24 








 “Fees” shall mean the Administrative Agent Fees. 

“Financial Officer” of any person shall mean the Chief Financial Officer or an equivalent financial officer,
principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person. 
 “First Lien/Second
Lien Intercreditor Agreement” shall mean the First Lien/Second Lien Intercreditor Agreement dated as of the date hereof by and between Credit Suisse AG, Cayman Islands Branch, as First-Priority Collateral Agent (as defined therein), Credit
Suisse AG, Cayman Islands Branch, as Second-Priority Collateral Agent (as defined therein), and the Loan Parties thereto or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document
may be amended, restated, supplemented or otherwise modified from time to time. 
 “First Lien Credit
Agreement” shall mean the First Lien Credit Agreement dated as of the date hereof among Holdings, the Borrower, as borrower, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as such document
may be amended, restated, supplemented or otherwise modified from time to time. 
 “First Lien Incremental
Facilities” shall mean “Incremental Loans” as defined in the First Lien Credit Agreement. 

“First Lien Loan Documents” shall mean the “First Lien Credit Agreement” and the other “Loan
Documents” under and as defined in the First Lien Credit Agreement, as each such document may be amended, renewed, restated, supplemented or otherwise modified from time to time. 

“First-Priority Collateral Agent” shall mean the “First Lien Facility Agent” (as defined in the
First Lien/Second Lien Intercreditor Agreement (or other analogous term in another Permitted Senior Intercreditor Agreement, as applicable)). 

“Flood Documentation” shall mean, with respect to each Mortgaged Property located in the United States of
America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a
notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating
to, the insurance policies required by Section 5.02(c) hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York”
lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a
Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Collateral Agent. 

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or
hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter
in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. 

“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S.
federal income tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded
owner is not a “United States person” as defined in Section 7701(a)(30) of the Code. 

  
 25 








 “Foreign Subsidiary” shall mean any Subsidiary that is
incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia. 

“FSHCO” shall mean any Subsidiary that owns no material assets other than the Equity Interests of one or more
Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs. 
 “Fund” shall mean (i) prior to a
Permitted Change in Control, collectively, investment funds managed by Affiliates of Apollo Global Management, LLC and (ii) on and after any Permitted Change in Control, collectively, the Permitted Acquiror and any investment funds managed by
the Permitted Acquiror or any Affiliates of the Permitted Acquiror. 
 “Fund Affiliate” shall mean
(i) prior to a Permitted Change in Control, (a) each Affiliate of the Fund that is neither a “portfolio company” (which means a company actively engaged in providing goods or services to unaffiliated customers), whether or not
controlled, nor a company controlled by a “portfolio company” and (b) any individual who is a partner or employee of Apollo Management, L.P. or Apollo Management VII, L.P and (ii) on and after any Permitted Change in Control,
(a) the Permitted Acquiror and/or its Affiliates and (b) any individual who is a partner or employee of any Person described in subclause (a) of this clause (ii). 

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States
of America, applied on a consistent basis, subject to the provisions of Section 1.02; provided, that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a
consolidated Subsidiary of the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary. 

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency,
authority, instrumentality or regulatory or legislative body. 
 “Guarantee” of or by any person (the
“guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another
person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner
the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other
obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor (other
than Liens on Equity Interests of Unrestricted Subsidiaries); provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or
customary and reasonable indemnity obligations in effect on the Closing Date or 

  
 26 








 
entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by
such person in good faith. 
 “guarantor” shall have the meaning assigned to such term in the definition of
the term “Guarantee.” 
 “Guarantors” shall mean the Loan Parties other than the Borrower. 

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and
constituents, including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides,
fertilizers or other agricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law. 

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative
transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar
transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of Holdings, the Borrower or any of the Subsidiaries shall be a Hedging Agreement. 

“High Yield-Style Loans” shall mean, at any time of determination, term loans governed by documentation
containing a set of negative covenants substantially similar to those customary in the high-yield bond market at such time (as determined by the Borrower in good faith). 

“Holdings” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

 “Holdings Guarantee Agreement” shall mean the Holdings Guarantee Agreement (Second Lien) dated as of the
Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, between Holdings and the Collateral Agent. 

“Hypothetical Tax Rate” shall mean for any given taxable period, the highest hypothetical combined U.S.
federal, state and local tax rates for an individual or corporation resident in the higher of (a) the State of California or (b) the City and the State of New York, in each case taking into account the deductibility of state and local
income taxes as applicable at the time for United States federal income tax purposes. 
 “Immaterial
Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to
Section 4.02(g), 5.04(a) or 5.04(b), have assets with a value in excess of 5% of the Consolidated Total Assets or revenues representing in excess of 5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such
date, and (b) taken together with all Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of the Borrower


  
 27 








 
and the Subsidiaries on a consolidated basis as of such date; provided, that the Borrower may elect in its sole discretion to exclude as an Immaterial Subsidiary any Subsidiary that would
otherwise meet the definition thereof. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01(B), and the Borrower shall update such Schedule from time to time after the Closing Date as necessary to
reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed from such Schedule to be made as the Borrower may determine). 

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in
connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the accretion of
original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies. 

“Incremental Amount” shall mean, at the time of the establishment of the commitments in respect of the
Indebtedness to be incurred utilizing this definition (or, at the option of the Borrower, at the time of incurrence of such Indebtedness), the sum of: 

(i) the excess (if any) of (a) $150,000,000 over (b) the sum of (x) the aggregate amount
of all Incremental Term Loan Commitments established after the Closing Date and prior to such time pursuant to Section 2.21 utilizing this clause (i) (other than Incremental Term Loan Commitments in respect of Refinancing Term Loans or
Extended Term Loans), (y) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.01(z) at such time that was incurred utilizing this clause (i) and (z) the aggregate principal amount of First Lien
Incremental Facilities then outstanding utilizing clause (i) of the definition of “Incremental Amount” under the First Lien Credit Agreement; plus 

(ii) any amounts so long as immediately after giving effect to the establishment of the commitments in respect
thereof utilizing this clause (ii) (or, at the option of the Borrower, immediately after giving effect to the incurrence of the Incremental Loans thereunder) (and assuming commitments for Incremental Term Loans are fully drawn unless such
commitments are otherwise terminated; provided that for the purposes of testing any financial ratio hereunder such commitments for Incremental Term Loans will be assumed as fully drawn until such Incremental Term Loans are drawn or such
commitments have otherwise been terminated) and the use of proceeds of the loans thereunder, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 6.30 to 1.00; provided that, for purposes of this clause (ii), net cash proceeds of
Incremental Loans incurred at such time shall not be netted against the applicable amount of Consolidated Debt for purposes of such calculation of the Net Secured Leverage Ratio. 

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement in form and substance
reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders. 

“Incremental Commitment” shall mean an Incremental Term Loan Commitment. 

“Incremental Loan” shall mean an Incremental Term Loan. 

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans. 

“Incremental Term Facility” shall mean any Class of Incremental Term Loan Commitments and the Incremental
Term Loans made thereunder. 

  
 28 








 “Incremental Term Lender” shall mean a Lender with an
Incremental Term Loan Commitment or an outstanding Incremental Term Loan. 
 “Incremental Term Loan
Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the Borrower. 

“Incremental Term Loans” shall mean (i) Term Loans made by one or more Lenders to the Borrower pursuant
to Section 2.01(c) consisting of additional Term B Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans (including in the form of Extended Term
Loans or Refinancing Term Loans, as applicable), or (iii) any of the foregoing. 
 “Indebtedness” of
any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such
person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property
or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be
required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early
termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of
letters of credit, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the
amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock);
provided, that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue,
(C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such
obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations in respect of Third Party Funds or (F) in the case of the Borrower and its Subsidiaries, (I) all intercompany Indebtedness
having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilities in connection with the cash management, tax and accounting operations of the
Borrower and the Subsidiaries. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits
the liability of such person in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment. 

“Indemnified Taxes” shall mean all Taxes imposed on or with respect to or measured by any payment by or on
account of any obligation of any Loan Party hereunder or under any other Loan Document other than (a) Excluded Taxes and (b) Other Taxes. 

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b). 

“Ineligible Institution” shall mean (i) the persons identified as “Disqualified Lenders” in
writing to the Arrangers by Holdings or the Borrower on or prior to the Closing Date, and (ii) the persons as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter (in the case of this clause
(ii)) in respect of bona fide business competitors of the Borrower (in the good 

  
 29 








 
faith determination of the Borrower), by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to the
Administrative Agent that are to be no longer considered “Ineligible Institutions”). 

“Information” shall have the meaning assigned to such term in Section 3.14(a). 

“Intellectual Property” shall have the meaning assigned to such term in the Collateral Agreement. 

“Intercreditor Agreement” shall have the meaning assigned to such term in Section 8.11. 

“Interest Coverage Ratio” shall mean, on any date, the ratio of (a) EBITDA to (b) Interest Expense,
in each case, for the Test Period most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that the Interest Coverage Ratio shall be determined for the relevant Test Period on a Pro Forma
Basis. 
 “Interest Election Request” shall mean a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit E or another form approved by the Administrative Agent. 

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest
expense of such person for such period on a consolidated basis, including the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and excluding amortization of deferred financing fees and
original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market of obligations in respect of Hedging
Agreements or other derivatives (in each case permitted hereunder) under GAAP, (b) capitalized interest of such person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted
Securitization Financing which are payable to any person other than the Borrower or a Subsidiary Loan Party. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs
incurred by the Borrower and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP. 
 “Interest Payment Date” shall mean,
(a) with respect to any Eurocurrency Loan, (i) the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing with an Interest Period of more than three
months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of
such Borrowing with or to a Borrowing of a different Type or the date of repayment or prepayment in accordance with Section 2.10 or 2.11 and (b) with respect to any ABR Loan, the last Business Day of each calendar quarter. 

“Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such
Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the
calendar month that is one, two, three or six months thereafter (or 12 months, if at the time of the relevant Borrowing, all relevant Lenders agree to make interest periods of such length available or, if agreed to by the Administrative Agent, any
shorter period), as the Borrower may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day


  
 30 








 
unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of such Interest Period. 

“Interpolated Rate” shall mean, in relation to any Eurocurrency Borrowing, the rate which results from
interpolating on a linear basis between: (a) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the longest period (for which that rate is available) which is less than the Interest Period and
(b) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time, two
Business Days prior to the commencement of such Interest Period. 
 “Investment” shall have the meaning
assigned to such term in Section 6.04. 
 “IPO Entity” shall have the meaning set forth in the
definition of “Qualified IPO”. 
 “Joint Bookrunners” shall mean, collectively, Credit Suisse
Securities (USA) LLC, UBS Securities LLC, Deutsche Bank Securities Inc., Nomura Securities International, Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets. 

“Judgment Currency” shall have the meaning assigned to such term in Section 9.19. 

“Junior Financing” shall mean any Indebtedness that is subordinated in right of payment to the Loan
Obligations. 
 “Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon
securing the Term B Loans (and other Loan Obligations that are pari passu in right of security with the Term B Loans) pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu
with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens). 

“Latest Maturity Date” shall mean, at any date of determination, the latest Term Facility Maturity Date then
in effect on such date of determination. 
 “Lender” shall mean each financial institution listed on
Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder pursuant to
Section 9.04 or Section 2.21. 
 “Lenders Presentation” shall mean the Presentation to Lenders
dated July 16, 2015, as modified or supplemented prior to the Closing Date. 
 “Lending Office” shall
mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans. 

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per
annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration Interest Settlement Rates
(or the successor thereto if the ICE Benchmark Administration is no longer making such rates available) for Dollar deposits (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark


  
 31 








 
Administration (or its successor) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate. 

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation,
pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien. 

“Loan Documents” shall mean (i) this Agreement, (ii) the Subsidiary Guarantee Agreement,
(iii) the Security Documents, (iv) each Incremental Assumption Agreement, (v) the First Lien/Second Lien Intercreditor Agreement, (vi) any other Intercreditor Agreement, (vii) any Note issued under Section 2.09(e) and
(viii) solely for the purposes of Sections 4.02 and 7.01 hereof, the Administrative Agent Fee Letter. 

“Loan Obligations” shall mean (a) the due and punctual payment by the Borrower of (i) the unpaid
principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower
under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other
Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of
the Loan Documents. 
 “Loan Parties” shall mean Holdings (prior to a Qualified IPO of the Borrower), the
Borrower and the Subsidiary Loan Parties. 
 “Loans” shall mean the Term Loans. 

“Local Time” shall mean New York City time (daylight or standard, as applicable). 

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and
unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time (subject to the last paragraph of Section 9.08(b)). 

“Management Group” shall mean the group consisting of the directors, executive officers and other management
personnel of the Borrower, Holdings or any Parent Entity, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the
Borrower, Holdings or any Parent Entity, as the case may be, was approved by a vote of a majority of the directors of the Borrower, Holdings or any Parent Entity, as the case may be, then still in office who were either directors on the Closing Date
or whose election or nomination was previously so approved and (b) executive officers and other management personnel of the Borrower, Holdings or any Parent Entity, as the case may be, hired at a time when the directors on the Closing Date
together with the directors so approved constituted a majority of the directors of the Borrower or Holdings, as the case may be. 

  
 32 








 “Margin Stock” shall have the meaning assigned to such term in
Regulation U. 
 “Market Capitalization” shall mean an amount equal to (i) the total number of issued
and outstanding shares of common (or common equivalent) Equity Interests of the IPO Entity on the date of the declaration of the relevant Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of
the common (or common equivalent) Equity Interests for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment. 

“Material Adverse Effect” shall mean a material adverse effect on the business, property, operations or
financial condition of the Borrower and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder. 

“Material First Lien Indebtedness” shall mean (a) Indebtedness outstanding under the First Lien Credit
Agreement and (b) any Material Indebtedness secured by Liens on the Collateral that are Senior Liens. 

“Material Indebtedness” shall mean Indebtedness (other than Loans) of any one or more of the Borrower or any
Subsidiary in an aggregate principal amount exceeding $72,000,000; provided that in no event shall any Permitted Securitization Financing be considered Material Indebtedness. 

“Material Real Property” shall mean any parcel or parcels of Real Property located in the United States now
or hereafter owned in fee by the Borrower or any Subsidiary Loan Party and having a fair market value (on a per-property basis) of at least $5,000,000 as of (x) the Closing Date, for Real Property now owned or (y) the date of acquisition,
for Real Property acquired after the Closing Date, in each case as determined by the Borrower in good faith; provided, that “Material Real Property” shall not include (i) any Real Property in respect of which the Borrower or a
Subsidiary Loan Party does not own the land in fee simple or (ii) any Real Property which the Borrower or a Subsidiary Loan Party leases to a third party. 

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary. 

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09. 

“Metropoulos Trusts” shall mean, collectively, the Evan Metropoulos 2009 Trust, The J. Daren Metropoulos 2009
Trust and The 2009 Metropoulos Family Trust. 
 “Metropoulos-related Persons” shall mean (a) the
Metropoulos Trusts, (b) each of the direct and indirect beneficiaries, subsidiaries and Affiliates of the Metropoulos Trusts, (c) C. Dean Metropoulos or any of his Affiliates or (d) any Permitted Transferee of any of the foregoing.

 “Moody’s” shall mean Moody’s Investors Service, Inc. 

“Mortgaged Properties” shall mean the Material Real Properties owned in fee by the Borrower or any Subsidiary
Loan Party that are identified as such on Schedule 1.01(E) (the “Closing Date Mortgaged Properties”) and each additional Material Real Property encumbered by a Mortgage pursuant to Section 5.10. 

  
 33 








 “Mortgages” shall mean, collectively, the mortgages, trust
deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, each substantially in the form of
Exhibit F (with such changes as are reasonably consented to by the Collateral Agent to account for local law matters) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrower, in each case, as amended,
supplemented or otherwise modified from time to time. 
 “Multiemployer Plan” shall mean a multiemployer
plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, Holdings or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is
making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions. 

“Net First Lien Leverage Ratio” shall mean on any date, the ratio of (A) (i) the aggregate
principal amount of any Consolidated Debt of the Borrower and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date that is then secured by Liens that are Senior Liens less (ii) without
duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with
GAAP; provided, that the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends. 
 “Net Proceeds”
shall mean: 
 (a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary Loan Party
(including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but
only as and when received) from any Asset Sale under Section 6.05(g), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges,
transfer taxes, deed or mortgage recording taxes, prepayments of Indebtedness or other obligations secured by Senior Liens made with such proceeds, required debt payments and required payments of other obligations relating to the applicable asset to
the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents and the First Lien Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees
actually incurred in connection therewith, (ii) Taxes paid or payable (in the good faith determination of the Borrower) as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any
adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the Subsidiaries
including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other
than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction); provided, that, if Holdings or the Borrower shall deliver a certificate of a
Responsible Officer of Holdings or the Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth Holdings’ or the Borrower’s intention to use any portion of such proceeds, within 12 months of such
receipt, to 

  
 34 








 
acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Subsidiaries or to make Permitted Business Acquisitions and other
Investments permitted hereunder (excluding Permitted Investments or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such proceeds was
contractually committed, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such
proceeds are not so used within such 12 month period but within such 12 month period are contractually committed to be used, then such remaining portion if not so used within six months following the end of such 12 month period shall constitute
Net Proceeds as of such date without giving effect to this proviso); provided, further, that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions
shall constitute Net Proceeds unless such net cash proceeds shall exceed $18,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds), (y) no net cash proceeds calculated in accordance with the
foregoing shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such net cash proceeds otherwise constituting Net Proceeds pursuant to the foregoing clause (x) in such fiscal year shall exceed $36,000,000 (and
thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) and (z) if at the time of receipt of such net cash proceeds or at any time during the 12-month (or 18-month, as applicable) reinvestment period
contemplated by the immediately preceding proviso, if Holdings or the Borrower shall deliver a certificate of a Responsible Officer of Holdings or the Borrower to the Administrative Agent certifying that on a Pro Forma Basis immediately after giving
effect to the Asset Sale and the application of the proceeds thereof, the Net First Lien Leverage Ratio is less than or equal to 3.3 to 1.00, up to $60,000,000 such net cash proceeds shall not constitute Net Proceeds; and 

(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any Subsidiary Loan
Party of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale. 

“Net Secured Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without
duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date and (y) the aggregate principal amount of any
other Consolidated Debt of the Borrower and its Subsidiaries as of the last day of such Test Period that is then secured by Liens on Collateral less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments
of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Secured Leverage Ratio shall be
determined for the relevant Test Period on a Pro Forma Basis. 
 “Net Total Leverage Ratio” shall mean on
any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of
such date and (y) the aggregate principal amount of any other Consolidated Debt of the Borrower and its Subsidiaries as of the last day of such Test Period less (ii) without duplication, the Unrestricted Cash and unrestricted
Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage
Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

  
 35 








 “New Class Loans” shall have the meaning assigned to such term
in Section 9.08(f). 
 “New Project” shall mean (x) each plant, facility or branch which is
either a new plant, facility or branch or an expansion, relocation, remodeling or substantial modernization of an existing plant, facility or branch owned by the Borrower or the Subsidiaries which in fact commences operations and (y) each
creation (in one or a series of related transactions) of a business unit or product line to the extent such business unit or product line commences operations or each expansion (in one or a series of related transactions) of business into a new
market or distribution or sales channel. 
 “Non-Consenting Lender” shall have the meaning assigned to such
term in Section 2.19(c). 
 “Note” shall have the meaning assigned to such term in
Section 2.09(e). 
 “Obligations” shall mean the Loan Obligations. 

“OFAC” shall have the meaning provided in Section 3.25(b). 

“Other Second Lien Debt” shall mean obligations secured by Other Second Liens. 

“Other Second Liens” shall mean Liens on the Collateral that are pari passu with the Liens thereon securing
the Term B Loans (and other Loan Obligations that are pari passu in right of security with the Term B Loans) pursuant to a Permitted Pari Passu Intercreditor Agreement. 

“Other Taxes” shall mean any and all present or future stamp or documentary Taxes or any other excise,
transfer, sales, property, intangible, mortgage recording or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation or administration of,
from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents (but excluding any Excluded Taxes). 

“Other Term Loans” shall have the meaning assigned to such term in Section 2.21 (including in the form
of Extended Term Loans or Refinancing Term Loans, as applicable). 
 “Parent Entity” shall mean any direct
or indirect parent of the Borrower. For the avoidance of doubt, “Parent Entity” shall include Hostess Management, LLC, Hostess Holdings, L.P. and their respective parent companies. 

“Parent Guarantee Agreement” shall mean the Parent Guarantee Agreement (Second Lien) dated as of the Closing
Date as may be amended, restated, supplemented or otherwise modified from time to time, between Parent Holdco and the Collateral Agent. 

“Parent Holdco” shall mean Hostess Holdco, LLC, a Delaware limited liability company. 

“Pari Term Loans” shall have the meaning assigned to such term in Section 6.02. 

“Participant” shall have the meaning assigned to such term in Section 9.04(d)(i). 

“Participant Register” shall have the meaning assigned to such term in Section 9.04(d)(ii). 

“Participating Member State” shall mean each state so described in any EMU Legislation. 

  
 36 








 “Patent” shall have the meaning assigned to such term in the
Collateral Agreement. 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined
in ERISA. 
 “Perfection Certificate” shall mean the Perfection Certificate with respect to the Borrower
and the other Loan Parties in a form reasonably satisfactory to the Administrative Agent, as the same may be supplemented from time to time to the extent required by Section 5.04(f). 

“Permitted Acquiror” shall have the meaning assigned to such term in the definition of “Permitted Change
in Control.” 
 “Permitted Business Acquisition” shall mean any acquisition of all or substantially
all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or
line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under
clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement,
at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all
transactions related thereto shall be consummated in accordance with applicable laws; (iii) [reserved]; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by
Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon
consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests
of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $180,000,000 and (y) 0.96 times the EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and
(B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 5.7 to 1.00, which acquisitions and investments shall be permitted under this
clause (vi) without regard to such calculation). 
 “Permitted Change in Control” means any
acquisition or other transaction consummated on or prior to the 18-month anniversary of the Closing Date (the date of such consummation, the “Permitted Change in Control Effective Date”) by a person (such person, the “Permitted
Acquiror”) that would otherwise constitute a Change in Control so long as: 
 (a) immediately prior to and after giving
effect to the execution of the acquisition agreement with respect to the transaction comprising the Permitted Change in Control, no Default or Event of Default shall exist; 

(b) the enterprise value in respect of the transaction comprising the Permitted Change in Control is greater than or equal to
$2,000,000,000, at least 30% of which is accounted for by the sum of (i) all direct or indirect cash funded by the Permitted Acquiror in the transaction and (ii) Equity Interests of Parent and its subsidiaries that will be retained, rolled
over or converted by Permitted Holders in connection with such Permitted Change in Control; 

  
 37 








 (c) the Net Total Leverage Ratio, on a Pro Forma Basis after giving effect to the
transaction comprising the Permitted Change in Control (including any Indebtedness incurred in connection therewith and any dividend paid pursuant to the last paragraph of Section 6.06), shall be no greater than 6.30 to 1.00; 

(d) neither the Permitted Acquiror nor any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer,
agent, employee or Affiliate of the Permitted Acquiror or any of its Subsidiaries is currently the subject of any U.S. sanctions administered by OFAC; 

(e) such Permitted Change in Control shall be effected in all material respects in accordance with any applicable Requirement
of Law; 
 (f) at least 15 days prior to any such Permitted Change in Control, the Borrower shall have delivered notice and
a brief description thereof to the Administrative Agent, including the identity of the Permitted Acquiror, which notice the Administrative Agent will promptly communicate to the Lenders; 

(g) on or prior to the Permitted Change in Control Effective Date, the Permitted Acquiror shall have provided to the
Administrative Agent all information related to the Permitted Acquiror reasonably requested in writing by the Administrative Agent not less than 10 Business Days prior to the Permitted Change in Control Effective Date and mutually agreed to be
required under “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to be obtained by the Administrative Agent or any Lender; and 

(h) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower and/or the Permitted
Acquiror, as applicable, stating that the requirements set forth in clauses (a) through (e) above have been satisfied. 

“Permitted Change in Control Effective Date” shall have the meaning assigned to such term in the definition
of “Permitted Change in Control.” 
 “Permitted Holder Group” shall have the meaning assigned to
such term in the definition of “Permitted Holders.” 
 “Permitted Holders” shall mean
(i) the Co-Investors (and each person to whom any Co-Investor transfers Equity Interests of the Borrower, Holdings or any Parent Entity in connection with the primary equity syndication following the Closing Date), (ii) any person that has
no material assets other than the Equity Interests of the Borrower, Holdings or any Parent Entity and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of the
Borrower, and of which no other person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any of the other Permitted Holders specified in clause (i) and this
clause (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i) and this clause (ii)) on a fully diluted basis of the voting
Equity Interests thereof and (iii) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) the members of which include any of the other Permitted Holders specified in
clause (i) and clause (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity 

  
 38 








 
Interests of the Borrower (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of
ownership interests held or acquired by such member and (2) no person or other “group” (other than the other Permitted Holders specified in clause (i) and clause (ii)) beneficially owns more than 50% (or, following a Qualified
IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group. 

“Permitted Investments” shall mean: 

(a) direct obligations of the United States of America or any member of the European Union or any agency
thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof; 

(b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other
bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of
America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 
 (c)
repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; 

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation
(other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is
made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the
Securities Act)); 
 (e) securities with maturities of two years or less from the date of acquisition, issued
or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s (or such similar equivalent rating or
higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those
satisfying the provisions of clauses (a) through (e) above; 
 (g) money market funds that
(i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; 

(h) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other
bank deposits in an aggregate face amount not in excess of 0.50% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and 

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any
foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in
connection with any business conducted by any Subsidiary organized in such jurisdiction. 

  
 39 








 “Permitted Junior Intercreditor Agreement” shall mean, with
respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B Loans (and other Loan Obligations that are pari passu in right of security with the Term B Loans) (including, for the avoidance of doubt, junior
Liens pursuant to Section 2.21(b)(ii), either (as the Borrower shall elect) (x) an intercreditor agreement not materially less favorable to the Lenders vis-à-vis such junior Liens than the First Lien/Second Lien Intercreditor
Agreement (as determined by the Borrower in good faith) is to the Lenders under (and as defined in) the First Lien Credit Agreement or (y) another intercreditor agreement the terms of which are consistent with market terms governing security
arrangements for the sharing of liens on a junior basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the
Borrower in the exercise of reasonable judgment. 
 “Permitted Liens” shall have the meaning assigned to
such term in Section 6.02. 
 “Permitted Loan Purchase” shall have the meaning assigned to such term
in Section 9.04(i). 
 “Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment
and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit G or such
other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed). 

“Permitted Pari Passu Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are
intended to be pari passu with the Liens securing the Term B Loans (and other Loan Obligations that are pari passu in right of security with the Term B Loans), either (as the Borrower shall elect) (x) the Second Lien/Second Lien
Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the Second Lien/Second Lien Intercreditor Agreement (as determined by the Borrower in good
faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be
established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment. 

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness);
provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid
accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn
thereunder), (b) except with respect to Section 6.01(i), (i) the final maturity date 

  
 40 








 
of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the Latest Maturity Date in effect at
the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of (i) the Weighted Average Life to Maturity of the Indebtedness being
Refinanced and (ii) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding with the greatest remaining Weighted Average Life to Maturity, (c) if the Indebtedness being Refinanced is subordinated in right of
payment to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations on terms in the aggregate not materially less favorable to the Lenders as those
contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced
(except that a Loan Party may be added as an additional obligor) and (e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and ratably with, or junior to the Liens on such Collateral securing
the Loan Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have
secured) the Indebtedness being Refinanced) so long as it complies with Section 6.02. 
 “Permitted
Securitization Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing. 

“Permitted Securitization Financing” shall mean one or more transactions pursuant to which
(i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization
Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any
Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable
jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special
Purpose Securitization Subsidiary)). 
 “Permitted Senior Intercreditor Agreement” shall mean, with respect
to any Liens on Collateral that are intended to be senior to the Liens securing the Term B Loans (and other Loan Obligations pari passu in right of security with the Term B Loans), either (as the Borrower shall elect) (x) the First Lien/Second
Lien Intercreditor Agreement if such Liens secure “First Lien Obligations” (as defined therein), (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such senior Liens than the First
Lien/Second Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a
senior basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.

 “Permitted Transferees” shall mean, with respect to any person that is a natural person (and any
Permitted Transferee of such person), (x) such person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren and their respective lineal descendants and (y) any trust or other legal entity the beneficiary
of which is such person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants and which is controlled by such person. 

  
 41 








 “person” shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is
(i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings,
the Borrower, any Subsidiary or any ERISA Affiliate, and (iii) in respect of which Holdings, the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA. 
 “Platform” shall have the meaning
assigned to such term in Section 9.17(a). 
 “Pledged Collateral” shall have the meaning assigned to
such term in the Collateral Agreement. 
 “primary obligor” shall have the meaning assigned to such term in
the definition of the term “Guarantee.” 
 “Prime Rate” shall mean the rate of interest per annum
as announced from time to time by Credit Suisse AG Cayman Islands Branch, as its prime rate in effect at its principal office in New York City. 

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to
the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events
occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) pro forma effect shall be given to any Disposition, any acquisition,
Investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the Transactions) (or any similar transaction or transactions not otherwise permitted under
Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary
and any Subsidiary Redesignation, New Project, and any restructurings of the business of the Borrower or any of its Subsidiaries that the Borrower or any of the Subsidiaries has determined to make and/or made and are expected to have a continuing
impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower determines are reasonable as set forth
in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period
(or, in the case of determinations made pursuant to Section 2.21 or Article VI, occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated), (ii) in making
any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred
under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Securitization Financing, in each case not to finance any acquisition)
issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to Section 2.21 or Article VI, occurring during the Reference Period or thereafter and through and including the
date upon which the relevant transaction is consummated) shall be deemed to have been issued, 

  
 42 








 
incurred, assumed or permanently repaid at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being
given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually
in effect during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commences operations and records not less than one full fiscal quarter’s operations during the Reference Period, the
operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Borrower in good faith, and (iii) (A) for any Subsidiary Redesignation
then being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then
being designated, collectively, and (B) for any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first
day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively. 

In the event that EBITDA or any financial ratio is being calculated for purposes of determining whether Indebtedness or any
Lien relating thereto may be incurred or whether any Investment may be made, the Borrower may elect pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent to treat all or any portion of the commitment relating
thereto as being incurred at the time of such commitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time. 

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good
faith by a Responsible Officer of the Borrower and may include adjustments to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from any relevant pro forma event
(including, to the extent applicable, the Transactions) and (2) all adjustments of the type used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the Lenders Presentation to the extent such
adjustments, without duplication, continue to be applicable to such Reference Period. 
 For purposes of this definition,
any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent 12-month period immediately prior to the date of determination in a manner consistent with that used in
calculating EBITDA for the applicable period. 
 “Pro Rata Extension Offers” shall have the meaning
assigned to such term in Section 2.21(e). 
 “Pro Rata Share” shall have the meaning assigned to such
term in Section 9.08(f). 
 “Projections” shall mean the projections of the Borrower and the
Subsidiaries included in the Lenders Presentation and any other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on
behalf of the Borrower or any of the Subsidiaries prior to the Closing Date. 
 “Public Company Compliance”
shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange
listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees. 

  
 43 








 “Public Lender” shall have the meaning assigned to such term in
Section 9.17(b). 
 “Qualified Equity Interests” shall mean any Equity Interest other than
Disqualified Stock. 
 “Qualified IPO” shall mean an underwritten public offering of the Equity Interests
of the Borrower, Holdings or any Parent Entity (the “IPO Entity”) which generates (individually or in the aggregate together with any prior underwritten public offering) gross cash proceeds of at least $75,000,000. 

“Rate” shall have the meaning assigned to such term in the definition of the term “Type”. 

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in
and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof. 

“Receivables Assets” shall mean accounts receivable (including any bills of exchange) and related assets and
property from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary. 

“Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any
Permitted Securitization Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets
or otherwise in accordance with the terms of the Permitted Securitization Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of “Interest Expense”); provided,
however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net
Investment shall be increased by the amount of such distribution, all as though such distribution had not been made. 

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma
Basis.” 
 “Refinance” shall have the meaning assigned to such term in the definition of the term
“Permitted Refinancing Indebtedness,” and “Refinanced” and “Refinancings” shall have a meaning correlative thereto. 

“Refinancing Effective Date” shall have the meaning assigned to such term in Section 2.21(j). 

“Refinancing Notes” shall mean any secured or unsecured notes or loans issued by the Borrower or any
Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu
basis with the Term B Loans are used to permanently reduce Loans substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans substantially
simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not 

  
 44 








 
exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced (plus unpaid accrued interest and premium (including tender premiums) thereon and
underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date of the Term Loans so reduced; (d) the Weighted Average Life to
Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not
provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced (other than customary offers to repurchase or mandatory prepayment provisions upon a change
of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment
premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other
provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith (or, if
more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and
(h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable. 

“Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.21(j). 

“Register” shall have the meaning assigned to such term in Section 9.04(b)(iv). 

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings
and interpretations thereunder or thereof. 
 “Regulation U” shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans
and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate
of such entity) that administers, advises or manages such Lender. 
 “Related Parties” shall mean, with
respect to any specified person, such person’s Controlled or Controlling Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Controlled or Controlling Affiliates.

 “Related Sections” shall have the meaning assigned to such term in Section 6.04. 

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment. 

  
 45 








 “Reportable Event” shall mean any reportable event as defined in
Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an
ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code). 

“Required Lenders” shall mean, at any time, Lenders having Loans outstanding that, taken together, represent
more than 50% of the sum of all Loans outstanding at such time; provided, that (i) the Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time and (ii) the portion of any Term Loans held by
Debt Fund Affiliate Lenders in the aggregate in excess of 49.9% of the Required Amount of Loans shall be disregarded in determining Required Lenders at any time. For purposes of the foregoing, “Required Amount of Loans” shall mean,
at any time, the amount of Loans required to be held by Lenders in order for such Lenders to constitute “Required Lenders” (without giving effect to the foregoing clause (ii)). 

“Required Percentage” shall mean, with respect to an Applicable Period, 50%; provided, that with
respect to an Applicable Period (commencing with the Applicable Period ending December 31, 2016) if (x) the Net Secured Leverage Ratio as at the end of such Applicable Period is greater than 5.50 to 1.00 and (y) the Revolving Facility
Credit Exposure (as defined in the First Lien Credit Agreement) is greater than zero, such percentage shall be 75%; provided, further, that (a) if the Net Secured Leverage Ratio as at the end of the Applicable Period is less than
or equal to 5.00 to 1.00, such percentage shall be 25% and (b) if the Net Secured Lien Leverage Ratio as at the end of the Applicable Period is less than or equal to 4.50 to 1.00, such percentage shall be 0%. 

“Required Prepayment Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaid
principal amount of the Term Loans at such time (subject to the last paragraph of Section 9.08(b)). 

“Requirement of Law” shall mean, as to any person, any law, treaty, rule, regulation, statute, order,
ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such
person or any of its property or assets or to which such person or any of its property or assets is subject. 

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and
any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement, or any other duly authorized employee or signatory of such person. 

“Restricted Payments” shall have the meaning assigned to such term in Section 6.06. The amount of any
Restricted Payment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Borrower in good faith). 

“Retained Excess Cash Flow Overfunding” shall mean, at any time of determination, in respect of any Excess
Cash Flow Period, the amount, if any, by which the portion of the Cumulative Credit attributable to the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Interim Periods used in such Excess Cash Flow Period exceeds the actual Retained
Percentage of Excess Cash Flow for such Excess Cash Flow Period. 
 “Retained Percentage” shall mean, with
respect to any Excess Cash Flow Period (or Excess Cash Flow Interim Period), (a) 100% minus (b) the Required Percentage with respect to such Excess Cash Flow Period (or Excess Cash Flow Interim Period). 

  
 46 








 “Revolving Facility Commitment” shall mean “Revolving
Facility Commitment” as defined in the First Lien Credit Agreement. 
 “S&P” shall mean
Standard & Poor’s Ratings Group, Inc. 
 “Sale and Lease-Back Transaction” shall have the
meaning assigned to such term in Section 6.03. 
 “SEC” shall mean the Securities and Exchange
Commission or any successor thereto. 
 “Second Lien/Second Lien Intercreditor Agreement” shall mean an
intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, as such document may be amended, restated, supplemented or otherwise modified
from time to time. 
 “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral
Agent, each Lender and each sub-agent appointed pursuant to Section 8.02 by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document.

 “Securities Act” shall mean the Securities Act of 1933, as amended. 

“Securitization Assets” shall mean any of the following assets (or interests therein) from time to time
originated, acquired or otherwise owned by the Borrower or any Subsidiary or in which the Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (a) Receivables
Assets, (b) franchise fee payments and other revenues related to franchise agreements, (c) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other
services, (d) revenues related to distribution and merchandising of the products of the Borrower and its Subsidiaries, (e) rents, real estate taxes and other non-royalty amounts due from franchisees, (f) intellectual property rights
relating to the generation of any of the foregoing types of assets, (g) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment,
incidental to the ownership, lease or operation thereof, and (h) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Borrower
in good faith). 
 “Security Documents” shall mean the Mortgages, the Collateral Agreement, the IP Security
Agreements (as defined in the Collateral Agreement), and each of the security agreements, pledge agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10. 

“Senior Liens” shall mean Liens on the Collateral that are senior to the Liens thereon securing the Term B
Loans (and other Loan Obligations that are pari passu in right of security with the Term B Loans) (it being understood that Senior Liens are not required to be pari passu with other Senior Liens, and that Indebtedness secured by Senior Liens may
have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Senior Liens). 

“Similar Business” shall mean any business, the majority of whose revenues are derived from (i) business
or activities conducted by the Borrower and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related,
incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification of businesses conducted by the Borrower and its Subsidiaries.


  
 47 








 “Special Flood Hazard Area” shall have the meaning assigned to
such term in Section 5.02(c). 
 “Special Purpose Securitization Subsidiary” shall mean (i) a
direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in
good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event
Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary. 

“Spot Rate” shall mean, with respect to any currency, the rate determined by the Administrative Agent to be
the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Local Time on the date
three Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be computed as of such date such other date as the Administrative Agent shall reasonably determine is appropriate under the
circumstances; provided, that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the person acting in such capacity does not have as of the date of determination a
spot buying rate for any such currency. 
 “Statutory Reserves” shall mean the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender
(including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as
defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subagent” shall have the meaning assigned to such term in Section 8.02. 

“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” shall mean, unless
the context otherwise requires, a subsidiary of the Borrower. Notwithstanding the foregoing (and except for purposes of the definition of “Unrestricted Subsidiary” contained herein) an Unrestricted Subsidiary shall be deemed not to be a
Subsidiary of the Borrower or any of its Subsidiaries for purposes of this Agreement. 

  
 48 








 “Subsidiary Guarantee Agreement” shall mean the Subsidiary
Guarantee Agreement (Second Lien) dated as of the Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, between each Subsidiary Loan Party and the Collateral Agent. 

“Subsidiary Loan Party” shall mean (a) each Wholly Owned Domestic Subsidiary of the Borrower that is not
an Excluded Subsidiary and (b) any other Subsidiary of the Borrower that may be designated by the Borrower (by way of delivering to the Collateral Agent a supplement to the Collateral Agreement and a supplement to the Subsidiary Guarantee
Agreement, in each case, duly executed by such Subsidiary) in its sole discretion from time to time to be a guarantor in respect of the Obligations and the obligations in respect of the Loan Documents, whereupon such Subsidiary shall be obligated to
comply with the other requirements of Section 5.10(d) as if it were newly acquired. 
 “Subsidiary
Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01. 

“Successor Borrower” shall have the meaning assigned to such term in Section 6.05(n). 

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any
agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Syndication Agents” shall mean collectively, Credit Suisse Securities (USA) LLC, UBS Securities LLC,
Deutsche Bank Securities Inc., Nomura Securities International, Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets. 

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

“Term B Borrowing” shall mean any Borrowing comprised of Term B Loans. 

“Term B Facility” shall mean the Term B Loan Commitments and the Term B Loans made hereunder. 

“Term B Facility Maturity Date” shall mean August 3, 2023. 

“Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term
B Loans hereunder. The amount of each Lender’s Term B Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Term B Loan Commitments as of the Closing Date is $300,000,000. 

“Term B Loans” shall mean (a) the term loans made by the Lenders to the Borrower pursuant to
Section 2.01(a), and (b) any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(c). 

“Term Borrowing” shall mean any Term B Borrowing or any Incremental Term Borrowing. 

“Term Facility” shall mean the Term B Facility and/or any or all of the Incremental Term Facilities. 

  
 49 








 “Term Facility Maturity Date” shall mean, as the context may
require, (a) with respect to the Term B Facility in effect on the Closing Date, the Term B Facility Maturity Date and (b) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental
Assumption Agreement. 
 “Term Loans” shall mean the Term B Loans and/or the Incremental Term Loans. 

“Term Yield Differential” shall have the meaning assigned to such term in Section 2.21(b)(vii). 

“Termination Date” shall mean the date on which (a) all Commitments shall have been terminated and
(b) the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not
then due). 
 “Test Period” shall mean, on any date of determination, the period of four consecutive fiscal
quarters of the Borrower then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b); provided that prior to the first date
financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Test Period in effect shall be the four fiscal quarter period ending June 30, 2015. 

“Third Party Funds” shall mean any accounts or funds, or any portion thereof, received by Borrower or any of
its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon Borrower or one or more of its Subsidiaries to collect and remit those funds to such third parties. 

“Trademark” shall have the meaning assigned to such term in the Collateral Agreement. 

“Trademark Disposition” shall mean to convey, sell, assign, transfer or otherwise dispose of the Core
Trademark, other than by way of granting nonexclusive licenses to use the Core Trademark. 
 “Transaction
Documents” shall mean the Loan Documents and the First Lien Loan Documents. 
 “Transaction
Expenses” shall mean any fees or expenses incurred or paid by the Borrower or any of its Subsidiaries or any of their Affiliates in connection with the Transactions, this Agreement and the other Loan Documents, the First Lien Loan Documents
and the transactions contemplated hereby and thereby. 
 “Transactions” shall mean, collectively, the
transactions to occur pursuant to the Transaction Documents, including (a) the execution, delivery and performance of the Loan Documents, the creation of the Liens pursuant to the Security Documents and the initial borrowings hereunder;
(b) the execution, delivery and performance of the First Lien Loan Documents, the creation of the Liens pursuant to the First Lien Loan Documents and the initial borrowings thereunder; (c) the repayment in full of, and the termination of
all obligations and commitments under, the Existing Credit Agreements (other than Existing Roll-Over Letters of Credit (as defined in the First Lien Credit Agreement) and cash collateralized letters of credit); (d) the distribution of the
Closing Date Dividend; and (e) the payment of all fees and expenses to be paid and owing in connection with the foregoing. 

“Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on
such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the ABR. 

  
 50 








 “Uniform Commercial Code” shall mean the Uniform Commercial Code
as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“Unrestricted Cash” shall mean cash or Permitted Investments of the Borrower or any of its Subsidiaries that
would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries. 

“Unrestricted Subsidiary” shall mean (1) any Subsidiary of the Borrower identified on
Schedule 1.01(D), (2) any other Subsidiary of the Borrower, whether now owned or acquired or created after the Closing Date, that is designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the
Administrative Agent; provided, that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default has occurred and is continuing or would result
therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, and any prior or concurrent
Investments in such Subsidiary by the Borrower or any of its Subsidiaries shall be deemed to have been made under Section 6.04, and (c) without duplication of clause (b), any net assets owned by such Unrestricted Subsidiary at the
time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04, and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes
of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) the Borrower shall have delivered to the
Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clause (i). 

“Upfront Fee” shall have the meaning assigned to such term in Section 2.12(b). 

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or
state law for the relief of debtors. 
 “U.S. Lender” shall mean any Lender other than a Foreign Lender.

 “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)). 

“Voting Stock” shall mean, with respect to any person, such person’s Equity Interests having the right
to vote for the election of directors of such person under ordinary circumstances. 
 “Weighted Average Life to
Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of
such payment; by (b) the then outstanding principal amount of such Indebtedness. 
 “Wholly Owned
Domestic Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Domestic Subsidiary. 

  
 51 








 “Wholly Owned Subsidiary” of any person shall mean a subsidiary
of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.
Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of the Borrower that is a Wholly Owned Subsidiary of the Borrower. 

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

“Working Capital” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at
any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be
calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of
purchase accounting. 
 Section 1.02 Terms Generally. The definitions set forth or referred to in
Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as
amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at
the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a
Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP. 

Section 1.03 Effectuation of Transactions. Each of the representations and warranties of the Borrower contained in
this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires. 

Section 1.04 Exchange Rates; Currency Equivalents. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by
the Administrative Agent in accordance with this Agreement. No Default or Event of Default shall arise as a result of any limitation 

  
 52 








 
or threshold set forth in Dollars in Article VI or clause (f) or (j) of Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those rates
applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. 

Section 1.05 [Reserved]. 

Section 1.06 [Reserved]. 

Section 1.07 Timing of Payment or Performance. Except as otherwise expressly provided herein, when the payment of
any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day

 Section 1.08 Times of Day. Unless otherwise specified herein, all references herein to times of day shall be
references to New York City time (daylight or standard, as applicable). 
 ARTICLE II 

The Credits 

Section 2.01 Commitments. Subject to the terms and conditions set forth herein: 

(a) each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount
not to exceed its Term B Loan Commitment, 
 (b) [reserved], 

(c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the
applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, 

(d) [reserved], and 

(e) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be
reborrowed. 
 Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 

(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased
costs resulting from such exercise and existing at the time of such exercise. 

  
 53 








 (c) Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five (with an additional two for each new Class, up to a maximum of 10) Eurocurrency Borrowings
outstanding under all Term Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. 

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after the Term Facility Maturity Date for such Class. 

Section 2.03 Requests for Borrowings. To request a Term Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by
telephone not later than 5:00 p.m., Local Time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by
hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

 (i) whether such Borrowing is to be a Borrowing of Term B Loans, Refinancing Term Loans or Other Term
Loans, as applicable; 
 (ii) the aggregate amount of the requested Borrowing; 

(iii) the date of such Borrowing, which shall be a Business Day; 

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; 

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall
be a period contemplated by the definition of the term “Interest Period”; 
 (vi)
[reserved]; and 
 (vii) the location and number of the Borrower’s account to which funds are to
be disbursed. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

Section 2.04 [Reserved]. 

Section 2.05 [Reserved]. 

  
 54 








 Section 2.06 Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the applicable Borrowing Request. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this
Section 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 Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) 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 (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans at such time. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent. 
 Section 2.07 Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by
telephone, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Interest Election Request signed by the Borrower. 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with
Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 

  
 55 








 (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be
an ABR Borrowing or a Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency
Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration. If less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be in an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant Type. 

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which
such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an
Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing
(i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 

Section 2.08 Termination of Commitments. On the Closing Date (after giving effect to the funding of the Term B
Loans to be made on such date), the Term B Loan Commitments of each Lender as of the Closing Date will terminate. 

Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

  
 56 








 (d) The entries made in the accounts maintained pursuant to clause (b) or
(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event,
the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably
acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns). 

Section 2.10 Repayment of Term Loans. (a) Subject to the other clauses of this Section 2.10 and to
Section 9.08(e),
 (i) the Borrower shall repay Term B Loans incurred on the Closing Date on the
applicable Term Facility Maturity Date in an amount equal to the then unpaid principal amount of such Term B Loans outstanding; 

(ii) in the event that any Incremental Term Loans are made, the Borrower shall repay such Incremental Term
Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement; and 
 (iii)
to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date. 

(b) [Reserved]. 

(c) Prepayment of the Loans from: 

(i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c)
shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d); provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written
notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that
would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, together with (but without duplication of) such amounts under any comparable provision of the First Lien Credit Agreement, the “Declined
Proceeds”) shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement, and 

(ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the
remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. 

(d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate
amount of such prepayment is allocated among the Term B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of 

  
 57 








 
outstanding Term B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate
such prepayment in its discretion among the Class or Classes of Term Loans as the Borrower may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under
any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such selection not later than 2:00
p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment and (ii) in the case of a Eurocurrency Borrowing, at least three Business Days (or, in the case of prepayments
under Section 2.11(a), one Business Day) before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, that a notice of prepayment may state that such notice is
conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the
extent required by Section 2.13(d). 
 Section 2.11 Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(d); provided that: 

(i) (x) in the event of any optional prepayments of the Term B Loans incurred on the Closing Date made
pursuant to this Section 2.11(a) (except for prepayments in compliance with Section 2.11(e)), (y) in the event of mandatory prepayments with Net Proceeds of Indebtedness incurred by the Borrower or any Subsidiary or (z) in
connection with the removal of any Non-Consenting Lender who is a Lender of the Term B Loans incurred on the Closing Date, in each case, prior to the first anniversary of the Closing Date, the Borrower shall pay to the applicable Lenders with
respect to such Term B Loans a prepayment premium equal to 2% of the aggregate principal amount of the Term B Loans so prepaid (or, following a Qualified IPO, a prepayment premium equal to 1% of the aggregate principal amount of the Term B Loans so
prepaid); 
 (ii) (x) in the event of any optional prepayments of the Term B Loans incurred on the
Closing Date made pursuant to this Section 2.11(a) (except for prepayments in compliance with Section 2.11(e)), (y) in the event of mandatory prepayments with Net Proceeds of Indebtedness incurred by the Borrower or any Subsidiary or
(z) in connection with the removal of any Non-Consenting Lender who is a Lender of the Term B Loans incurred on the Closing Date, in each case, on or after the first anniversary of the Closing Date and prior to the second anniversary of the
Closing Date, the Borrower shall pay to the applicable Lenders with respect to such Term B Loans a prepayment premium equal to 1% of the aggregate principal amount of the Term B Loans so prepaid; provided, however, that no such
prepayment premium shall be due under this clause (ii) for any prepayment following a Qualified IPO; and 

(iii) (x) in the event of any optional prepayments of the Term B Loans incurred on the Closing Date made
pursuant to this Section 2.11(a), (y) in the event of mandatory prepayments with Net Proceeds of Indebtedness incurred by the Borrower or any Subsidiary or (z) in connection with the removal of any Non-Consenting Lender who is a
Lender of the Term B Loans incurred on the Closing Date, in each case, made on or after the second anniversary of the Closing Date, no prepayment premium shall be due. 

  
 58 








 (b) The Borrower shall apply all Net Proceeds received after the occurrence of
the Discharge of First-Priority Obligations promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10. Notwithstanding the foregoing, the Borrower may use a portion of such Net
Proceeds to prepay or repurchase any Other Second Lien Debt, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, (A) the numerator of which is the outstanding principal
amount of such Other Second Lien Debt and (B) the denominator of which is the sum of the outstanding principal amount of such Other Second Lien Debt and the outstanding principal amount of all Classes of Term Loans. 

(c) Not later than five Business Days after the date on which the annual financial statements are, or are required to be,
delivered under Section 5.04(a) with respect to each Excess Cash Flow Period ended after the occurrence of the Discharge of First-Priority Obligations, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and
to the extent the amount of such Excess Cash Flow exceeds $1,000,000 (the “ECF Threshold Amount”), the Borrower shall apply an amount equal to (i) the Required Percentage of such excess portion of such Excess Cash Flow
minus (ii) to the extent not financed using the proceeds of the incurrence of funded term Indebtedness, the sum of (A) the amount of any voluntary payments during such Excess Cash Flow Period (plus, without duplication of any
amounts previously deducted under this clause (A), the amount of any voluntary payments after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of (x) Term Loans and other term
Indebtedness secured by Senior Liens (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid
therewith) and (y) Other Second Lien Debt (provided that in the case of the prepayment of any revolving Indebtedness there was a corresponding reduction in commitments; provided, further, that the maximum amount of each
such prepayment of Other Second Lien Debt that may be counted for purposes of this clause (A)(y) shall not exceed the amount that would have been prepaid in respect of such Other Second Lien Debt if such prepayment had been applied on a ratable
basis among the Term Loans and such Other Second Lien Debt (determined based on the aggregate outstanding principal amount of Term Loans and the aggregate principal amount of such Other Second Lien Debt on the date of such prepayment)) and
(B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (B), the amount of any permanent voluntary reductions after the end of
such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of Revolving Facility Commitments and/or any other revolving credit facility secured by Senior Liens not prohibited hereunder to the extent that an equal
amount of loans under the First Lien Credit Agreement and/or such other revolving credit facility was simultaneously repaid, (I) to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10 or (II) to prepay Term
Loans in accordance with clauses (c) and (d) of Section 2.10 and to prepay any Other Second Lien Debt in accordance with the agreement(s) governing such Other Second Lien Debt so long as the prepayments under this clause (II) are
applied in a manner such that the Term Loans are prepaid on at least a ratable basis (determined based on the aggregate outstanding principal amount of Term Loans and the aggregate outstanding principal amount of such Other Second Lien Debt being
prepaid under this clause (II) on the date of such prepayments). Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash
Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. 

  
 59 








 (d) Notwithstanding any other provisions of this Section 2.11 to the
contrary, (i) to the extent that any Net Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary would otherwise be required to be applied pursuant to Section 2.11(b) or
Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from being repatriated to the United States of America, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to
repay Term Loans at the times provided in Section 2.11(b) or Section 2.11(c) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States
of America, and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly
applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided therein and (ii) to the extent that the
Borrower has determined in good faith that repatriation of any or all of such Net Proceeds or Excess Cash Flow that would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) would have a material adverse tax
cost consequence with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Subsidiary to
promptly use commercially reasonable efforts to take all actions within the reasonable control of the Borrower that are reasonably required to eliminate such tax effects). 

(e) If, immediately prior to the consummation of a Qualified IPO, the Net Total Leverage Ratio on a Pro Forma Basis is greater
than 5.00 to 1.00, the Borrower shall either (x) apply such Net Proceeds promptly upon receipt thereof to prepay Term B Loans in accordance with Section 2.11(a), or (y) retain such Net Proceeds as cash on the balance sheet to the
extent necessary to reduce the Net Total Leverage Ratio on a Pro Forma Basis to not greater than 5.00 to 1.00 (or such greater level to which the retention of the full amount of such Net Proceeds would reduce the Net Total Leverage Ratio). 

Section 2.12 Fees. (a) The Borrower agrees to pay to the Administrative Agent, for the account of the
Administrative Agent, the “Second Lien Facility Administration Fee” as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the
“Administrative Agent Fees”). 
 (b) The Borrower agrees to pay on the Closing Date to each Lender under
the Term B Facility party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Term Loan made on the Closing Date, an upfront fee (the “Upfront Fee”) in an amount equal to 0.50% of the
stated principal amount of such Lender’s Term Loan made on the Closing Date. The Upfront Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. The Upfront Fee shall be
netted against the Term Loans made by such Lender on the Closing Date. 
 (c) All Fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances. 

Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the ABR plus the
Applicable Margin. 

  
 60 








 (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. 
 (c) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in
the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided, that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders
pursuant to Section 9.08. 
 (d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest
Payment Date for such Loan and (ii) in the case of the Term Loans, on the applicable Term Facility Maturity Date; provided, that (A) interest accrued pursuant to clause (c) of this Section 2.13 shall be payable on demand,
(B) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurocurrency
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to
the ABR shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency
Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or 
 (b) the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period; 
 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic means
as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and
(ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. 

  
 61 








 Section 2.15 Increased Costs. (a) If any Change in Law shall:

 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or 

(ii) subject any Lender to any Tax with respect to any Loan Document (other than (i) Indemnified Taxes or
(ii) Excluded Taxes); or 
 (iii) impose on any Lender or the London interbank market any other
condition affecting this Agreement or Eurocurrency Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise),
then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower shall
pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company,
as applicable, as specified in clause (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, that any such certificate claiming amounts described in clause
(x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and certify that such Lender’s demand for payment of such costs hereunder, and such method of
allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrower and which are subject to similar provisions. The Borrower shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof. 
 (d) Promptly after any Lender has determined that it will make a
request for increased compensation pursuant to this Section 2.15, such Lender shall notify the Borrower thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver
of such Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to
the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on 

  
 62 








 
the last day of the Interest Period applicable thereto, (c) the failure to borrow (other than due to the default of the relevant Lender), convert, continue or prepay any Eurocurrency Loan on
the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the
amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event
not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a
Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to
bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

Section 2.17 Taxes. (a) Any and all payments made by or on behalf of a Loan Party under this Agreement or any
other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided, that if a Loan Party, the Administrative Agent or any other applicable withholding agent shall be required by
applicable Requirement of Law to deduct or withhold any Taxes from such payments, then (i) the applicable withholding agent shall make such deductions or withholdings as are reasonably determined by the applicable withholding agent to be
required by any applicable Requirement of Law, (ii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable
Requirement of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Party shall be increased as necessary so that after all required deductions
and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent or any Lender, as applicable, receives an amount equal to the sum it would have
received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are payable by a Loan Party, as promptly as possible thereafter, such Loan Party shall send to the Administrative Agent for its own account or
for the account of a Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to the Administrative Agent or such Lender, acting reasonably) received by the Loan Party showing payment thereof. Without
duplication, after any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver
to the Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Requirements of Law to report such payment or other evidence of such payment
reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 
 (b) The Borrower shall timely
pay any Other Taxes. 
 (c) The Borrower shall indemnify and hold harmless the Administrative Agent and each Lender within
15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender, as applicable, as the case may be (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with 

  
 63 








 
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in
reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent
manifest error. 
 (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of withholding or deduction, and
(C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish
such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if 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. 

(e) Without limiting the generality of Section 2.17(d), each Foreign Lender with respect to any Loan made to the Borrower
shall, to the extent it is legally eligible to do so: 
 (i) deliver to the Borrower and the Administrative
Agent, prior to the date on which the first payment to the Foreign Lender is due hereunder, two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of “portfolio interest,” Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate (substantially in the form of Exhibit I hereto,
such certificate, the “Non-Bank Tax Certificate”) certifying that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent shareholder” (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrower and is not a CFC related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and that the interest payments in question are not effectively connected with the conduct by
such Lender of a trade or business within the United States of America), (B) Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed
by such Foreign Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all
necessary attachments (including the forms described in clauses (A) and (B) above, provided that if the Foreign Lender is a partnership, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate
may be provided by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States 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 

(ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification
(or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it to the
Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. 

  
 64 








 Any Foreign Lender that becomes legally ineligible to update any form or
certification previously delivered shall promptly notify the Borrower and the Administrative Agent in writing of such Foreign Lender’s inability to do so. 

Each person that shall become a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04 shall,
upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that a Participant shall furnish all such required forms and statements to the person
from which the related participation shall have been purchased. 
 In addition, each Agent shall deliver to the Borrower
(x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Administrative Agent pursuant to Section 8.09 on which payment by
the Borrower is due hereunder, as applicable, two copies of a properly completed and executed Internal Revenue Service Form W-9 certifying its exemption from U.S. federal backup withholding or such other properly completed and executed documentation
prescribed by applicable law certifying its entitlement to an available exemption from applicable U.S. federal withholding taxes in respect of any payments to be made to such Agent by any Loan Party pursuant to any Loan Document including, as
applicable, an Internal Revenue Service Form W-8IMY certifying that the Agent is a U.S. branch and intends to be treated as a U.S. person for purposes of withholding under Chapter 3 of the Code pursuant to Section 1.1441-1(b)(2)(iv) of the
Treasury Regulations, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously
delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. 

(f) If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion, that it has received a
refund of an Indemnified Tax or Other Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may
be, is attributable to such payment made by such Loan Party, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such amount (net of all reasonable out-of-pocket expenses of such Lender or the
Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in
its sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Indemnified Tax or
Other Tax giving rise to such refund had not been imposed in the first instance; provided that the Loan Party, upon the request of the Lender or the Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or the Administrative Agent in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. In
such event, such Lender or the Administrative Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the
relevant Governmental Authority (provided that such Lender or the Administrative Agent may delete any information therein that it deems 

  
 65 








 
confidential). A Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by
making such a claim. No Lender nor the Administrative Agent shall be obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party in connection with this clause (f) or
any other provision of this Section 2.17. 
 (g) If the Borrower determines that a reasonable basis exists for
contesting an Indemnified Tax or Other Tax for which a Loan Party has paid additional amounts or indemnification payments, each affected Lender or Agent, as the case may be, shall use reasonable efforts to cooperate with the Borrower as the Borrower
may reasonably request in challenging such Tax. The Borrower shall indemnify and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request made by the Borrower pursuant to this
Section 2.17(g). Nothing in this Section 2.17(g) shall obligate any Lender or Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person. 

(h) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent two Internal Revenue Service Forms W-9 (or
substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to
this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. Lender’s circumstances requiring a change in the most recent form previously
delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. 

(i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S.
federal withholding tax imposed by FATCA if such Lender or such Agent 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
or such Agent 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of
this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(j) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable under any Loan Document. 
 For purposes of this Section 2.17, the term “applicable
law” and “applicable Requirement of Law” includes FATCA. 
 Section 2.18 Payments Generally; Pro Rata
Treatment; Sharing of Set-offs. (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable
under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to


  
 66 








 
the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made
directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly
provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments made under the Loan Documents shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such
payment. 
 (b) Subject to Section 7.02, if at any time insufficient funds are received by and available to the
Administrative Agent from the Borrower to pay fully all amounts of principal, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties and (ii) second, towards payment of principal then due from the Borrower hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such parties. 
 (c) If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of its Term Loans of a given Class resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Term Loans of such Class and accrued interest thereon than the proportion received by any other Lender entitled to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase
participations in the Term Loans of such Class of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the principal amount of each such Lender’s
respective Term Loans of such Class and accrued interest thereon; 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, without interest, and (ii) the provisions of this clause (c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation. 
 (d) 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 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 the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such 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. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06 or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid. 

  
 67 








 Section 2.19 Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or any event
that gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability of
Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b)
If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent to the extent consent would be required under Section 9.04(b) for an assignment of Loans or
Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder 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) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this
Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be
immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04,
provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment. 

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,
waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the
right (unless such Non-Consenting 

  
 68 








 
Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by
requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility
that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved
Fund); provided, that: (a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender
shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrower, the Borrower shall pay any
amount required by the proviso of Section 2.11(a), if applicable, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the
Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such
Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance
with Section 9.04 shall not be required to effect such assignment. 
 Section 2.20 Illegality. If any
Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any
Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall be
suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the
Administrative Agent), convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted. 

Section 2.21 Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent
from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount available at the time such Incremental Commitments are established (or, at the option of the Borrower, at the time of incurrence of the
Incremental Loans thereunder) from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion. Such notice shall set forth (i) the amount of the
Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the
Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be
(x) commitments to make term loans with terms identical to Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term B Loans
(“Other Term Loans”). 

  
 69 








 (b) The Borrower and each Incremental Term Lender shall execute and deliver to
the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental
Assumption Agreement shall specify the terms of the applicable Incremental Term Loans; provided, that: 

(i) any commitments to make additional Term B Loans shall have the same terms as the Term B Loans, 

(ii) the Other Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu
or, at the option of the Borrower, junior in right of security with the Term B Loans (provided, that if such Other Term Loans rank junior in right of security with the Term B Loans, such Other Term Loans shall be subject to a Permitted Junior
Intercreditor Agreement and, for the avoidance of doubt, shall not be subject to clause (vii) below), 

(iii) the final maturity date of any such Other Term Loans shall be no earlier than the Term B Facility
Maturity Date and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the
Incremental Term Lenders in their sole discretion), shall have (x) substantially similar terms as the Term B Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the
Administrative Agent, 
 (iv) the Weighted Average Life to Maturity of any such Other Term Loans shall be no
shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, 
 (v) [reserved], 

(vi) [reserved], 

(vii) with respect to any Other Term Loan incurred prior to the 12-month anniversary of the Closing Date
pursuant to clause (a) of this Section 2.21 that ranks pari passu in right of security with the Term B Loans, the All-in Yield shall be the same as that applicable to the Term B Loans on the Closing Date, except that the All-in Yield in
respect of any such Other Term Loan may exceed the All-in Yield in respect of such Term B Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-in Yield by more than 0.50% (such difference, the “Term Yield
Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Term Yield Differential
shall not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Term Loans, such floor shall only be included in the
calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor”
applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any increase in the Applicable Margin applicable to such Term B Loans then outstanding;

 (viii) such Other Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a
greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder; and 
 (ix) there
shall be no obligor in respect of any Incremental Term Loan Commitments that is not a Loan Party. 

  
 70 








 Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption
Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this
Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the
Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 

(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.21
unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, at time of and immediately after such Borrowing, as applicable, no Event of Default or Default shall have occurred and be
continuing and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received customary legal opinions, board
resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under
Section 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably request to assure that the
Incremental Term Loans are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans. 

(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably
necessary to ensure that all Incremental Term Loans (other than Other Term Loans of a different Class), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis. The Borrower agrees
that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. 

(e) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be
applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of Term Loans, on a pro rata basis (based, in the case of an offer to the
Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders
from time to time to extend the maturity date of such Lender’s Loans of such Class and to otherwise modify the terms of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without
limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same
terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate
changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this
Agreement by implementing an Incremental Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension Offer shall specify the date on which
the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the
Administrative Agent in its reasonable discretion). 

  
 71 








 (f) The Borrower and each Extending Lender shall execute and deliver to the
Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall
specify the terms of the applicable Extended Term Loans; provided, that (i) except as to interest rates, fees and any other pricing terms (which interest rates, fees and other pricing terms shall not be subject to the provisions set
forth in Section 2.21(b)(vii)), and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and
set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the
final maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than
the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final
maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis)
than the Term B Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the
Extended Term Loans evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to
the other parties hereto. 
 (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term
Loan will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having
the terms of such Extended Term Loan. 
 (h) Notwithstanding anything to the contrary set forth in this Agreement or any
other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Term Loans will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan is required to be in
any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation)
(including the extension of any Extended Term Loan), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of
the Extended Term Loan implemented thereby, (v) all Extended Term Loans and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the
Collateral on a pari passu basis with all other Obligations relating to an existing Class of Term Loans of the relevant Loan Parties under this Agreement and the other Loan Documents and (vi) there shall be no obligor in respect of any such
Extended Term Loans that is not a Loan Party. 
 (i) Each Extension shall be consummated pursuant to procedures set forth in
the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating
to such Extension, including, without limitation, timing, rounding and other adjustments. 

  
 72 








 (j) Notwithstanding anything to the contrary in this Agreement, including
Section 2.18(c) (which provisions shall not be applicable to clauses (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans
under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing
Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such
shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: 

(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective
Date, each of the conditions set forth in Section 4.01(a) shall be satisfied (with references therein to “Closing Date” being deemed references to the applicable “Refinancing Effective Date”) and no Event of Default or
Default shall have occurred and be continuing to the extent required by the relevant Incremental Assumption Agreement governing such Refinancing Term Loans; 

(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity
Date of the refinanced Term Loans; 
 (iii) the Weighted Average Life to Maturity of such Refinancing Term
Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; 

(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal
amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; 

(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue
discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional
prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the
Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Term B Loans (except to the extent such covenants and other terms apply solely to any period after the Term B Facility Maturity Date or are otherwise reasonably
acceptable to the Administrative Agent), as determined by the Borrower in good faith; 
 (vi) with respect to
Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Term B Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and 

(vii) there shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party. 

(k) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04
to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term
Loan. Any 

  
 73 








 
Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any
Refinancing Term Loans may, to the extent provided in the applicable Incremental Assumption Agreement governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower. 

(l) [reserved]. 

(m) [reserved]. 

(n) [reserved]. 

(o) For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender
will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21),
(i) the aggregate amount of Refinancing Term Loans will not be included in the calculation of the Incremental Amount, (ii) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (iii) there shall be
no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (j) above and (iv) all Refinancing Term Loans and all obligations in respect thereof shall be Obligations
under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. 

(p) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of
outstanding Eurocurrency Borrowings upon the incurrence of any Incremental Loans, to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Term Facilities fall on the same day, such Eurocurrency Borrowings
shall be considered a single Eurocurrency Borrowing and (ii) the initial Interest Period with respect to any Eurocurrency Borrowing of Incremental Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is
less than one month, and the Adjusted LIBO Rate with respect to such initial Interest Period shall be the same as the Adjusted LIBO Rate applicable to any then-outstanding Eurocurrency Borrowing as the Borrower may direct, so long as the last day of
such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurocurrency Borrowing. 

Section 2.22 Defaulting Lender. Defaulting Lender Adjustments. Notwithstanding anything to the contrary
contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment,
waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by
the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent


  
 74 








 
hereunder, second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent, third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by
any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the
Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and sixth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this
Section 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

ARTICLE III 

Representations and Warranties 

On the date of each Credit Event, the Borrower represents and warrants to each of the Lenders that: 

Section 3.01 Organization; Powers. Except as set forth on Schedule 3.01, each of Holdings (prior to a
Qualified IPO), the Borrower and each of the Material Subsidiaries (a) is a partnership, limited liability company or corporation duly organized, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the
equivalent status under the laws of any jurisdiction of organization outside the United States of America) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to
carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and
(d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to
borrow and otherwise obtain credit hereunder. 
 Section 3.02 Authorization. The execution, delivery and
performance by the Borrower and each of the Subsidiary Loan Parties and, in the case of Section 3.02(a), 3.02(b)(i)(A) and 3.02(b)(i)(B), Holdings (prior to a Qualified IPO), of each of the Loan Documents to which it is a party and the
borrowings hereunder (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by Holdings, the Borrower and such Subsidiary Loan Parties and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation applicable to Holdings, the Borrower or any such Subsidiary Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any
partnership, limited liability company or operating agreements) or by-laws of Holdings, the Borrower, or any such Subsidiary Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority
applicable to the Borrower or any such Subsidiary Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower or any such Subsidiary Loan Party is a party
or by which any of them or any of their property is or may be bound, (ii) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or
acceleration of any right or obligation (including any 

  
 75 








 
payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in
clause (i) or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to
(x) any property or assets now owned or hereafter acquired by the Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (y) any Equity Interests of the Borrower now owned or
hereafter acquired by Holdings (prior to a Qualified IPO), other than Liens permitted by Article VIA. 

Section 3.03 Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and
constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrower and
each such Subsidiary Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally,
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations
as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties. 
 Section 3.04
Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which the
Borrower or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and
comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and
approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04 and any other filings or registrations required by the
Security Documents. 
 Section 3.05 Financial Statements. The audited consolidated balance sheets and the
statements of income, stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2013 and December 31, 2014 for Parent Holdco and its consolidated subsidiaries, and (b) the unaudited consolidated
balance sheets and statements of income, stockholders’ equity and cash flow as of and for the fiscal quarter ended March 31, 2015 for Parent Holdco and its consolidated subsidiaries, including the notes thereto, if applicable, present
fairly in all material respects the consolidated financial position of Parent Holdco and its consolidated subsidiaries as of the dates and for the periods referred to therein and the results of operations and, if applicable, cash flows for the
periods then ended, and, except as set forth on Schedule 3.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of interim period financial statements, for
the absence of notes and for normal year-end adjustments and except as otherwise noted therein. 
 Section 3.06 No
Material Adverse Effect. Since the Closing Date, there has been no event or circumstance that, individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect. 

Section 3.07 Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has
valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets,
in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as 

  
 76 








 
currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified
IPO) are free and clear of Liens, other than Liens permitted by Article VIA. 
 (b) The Borrower and each of the
Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect,
except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. 

(c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or
contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule
3.07(c). 
 (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first
refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse
Effect. 
 (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

 Section 3.08 Subsidiaries. (a) Schedule 3.08(a) sets forth as of the Closing Date the name
and jurisdiction of incorporation, formation or organization of each subsidiary of the Borrower and, as to each such subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such subsidiary. 

(b) As of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by directors) and shares held by directors (or entities controlled by directors)) relating to any Equity
Interests of the Borrower or any of the Subsidiaries, except as set forth on Schedule 3.08(b). 

Section 3.09 Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in
equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of the Subsidiaries or any business, property or rights of any such person
(i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(b) None of the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the
continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which
are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or
default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

  
 77 








 Section 3.10 Federal Reserve Regulations. Neither the making of any
Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board. 

Section 3.11 Investment Company Act. None of Holdings (prior to a Qualified IPO), the Borrower and the
Subsidiaries is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

Section 3.12 Use of Proceeds. The Borrower will use the proceeds of the Term B Loans made on the Closing Date to
finance a portion of the Transactions, for the payment of Transaction Expenses and for general corporate purposes. 

Section 3.13 Tax Returns. Except as set forth on Schedule 3.13: 

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
of the Borrower and each of the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed by it (including in its capacity as withholding agent) and each such Tax return is true and
correct; 
 (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, each of the Borrower and each of the Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) and all other Taxes or assessments (or made
adequate provision (in accordance with GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which the Borrower or any of
the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and 
 (c) Other
than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of the Closing Date, with respect to the Borrower and each of the Subsidiaries, there are no claims being asserted in writing with
respect to any Taxes. 
 Section 3.14 No Material Misstatements. (a) All written factual information (other
than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the Transactions and any other transactions
contemplated hereby included in the Lenders Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other
transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue
statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were
made (giving effect to all supplements and updates provided thereto). 
 (b) The Projections and other forward looking
information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the
other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be
viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no
assurance can be given that the projected results will be realized) and as of the date such Projections and information were furnished to the Lenders. 

  
 78 








 Section 3.15 Employee Benefit Plans. Except as would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no Reportable Event has occurred during the past five years as to which the Borrower, any of its Subsidiaries or any ERISA Affiliate was required to file a
report with the PBGC, other than reports that have been filed; (ii) no ERISA Event has occurred or is reasonably expected to occur; and (iii) none of the Borrower, the Subsidiaries or any of their ERISA Affiliates has received any written
notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA. 

Section 3.16 Environmental Matters. Except as to matters that would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or
other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of
the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such
Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly
owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental
Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation
of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or
reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no
material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or
control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior
to the Closing Date. 
 Section 3.17 Security Documents. (a) The Collateral Agreement is effective to
create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the
Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Applicable
Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices
specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject
to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and
superior in right to the Lien of any other person (except Permitted Liens). 

  
 79 








 (b) When the Collateral Agreement or an ancillary document thereunder is properly
filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing
statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not
constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States federal Copyrights, Patents and Trademarks registered (or subject to an
application for registration) included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed
with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States
Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material United States federally registered Copyrights, Trademarks and Patents and material United States Trademark and Patent applications
acquired by the Loan Parties after the Closing Date). 
 (c) The Mortgages, if any, executed and delivered on the Closing
Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all
of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant
mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan
Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted
Liens. 
 (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the
contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign
Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law. 

Section 3.18 Location of Real Property. The Perfection Certificate lists correctly, in all material respects, as
of the Closing Date all Material Real Property owned by the Borrower and the Subsidiary Loan Parties and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiary Loan Parties own in fee all the Real Property set forth as being
owned by them in the Perfection Certificate except to the extent set forth therein. 
 Section 3.19 Solvency.
(a) Immediately after giving effect to the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct,
subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the
amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis 

  
 80 








 
on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries
on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. 

(b) As of the Closing Date, immediately after giving effect to the consummation of the Transactions, the Borrower does not
intend to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and
the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. 

Section 3.20 Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect: (a) there are no strikes or other labor disputes pending or threatened against the Borrower or any of the Subsidiaries; (b) the hours worked and payments made to employees of the Borrower and the Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters; and (c) all payments due from the Borrower or any of the Subsidiaries or for which any claim may be made against the Borrower or
any of the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower or such Subsidiary to the extent required by GAAP. Except as,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any
material collective bargaining agreement to which the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which the Borrower or any of the Subsidiaries (or any predecessor) is bound. 

Section 3.21 Insurance. Schedule 3.21 sets forth a true, complete and correct description, in all
material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. 

Section 3.22 No Default. No Default or Event of Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 Section 3.23
Intellectual Property; Licenses, Etc. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 3.23, (a) the Borrower and each of its Subsidiaries owns, or possesses the right
to use, all Intellectual Property that is used or held for use in or is otherwise reasonably necessary for the present conduct of their respective businesses, (b) to the knowledge of the Borrower, the Borrower and its Subsidiaries are not
interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property of any person, and (c) no claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of the Borrower,
threatened. 
 Section 3.24 Senior Debt. The Loan Obligations constitute “Senior Debt” (or the
equivalent thereof) under the documentation governing any Material Indebtedness of any Loan Party permitted to be incurred hereunder constituting Indebtedness that is subordinated in right of payment to the Loan Obligations. 

  
 81 








 Section 3.25 USA PATRIOT Act; OFAC. 

(a) The Borrower and each Subsidiary Loan Party is in compliance in all material respects with the material provisions of the
USA PATRIOT Act, and, on or prior to the Closing Date, the Borrower has provided to the Administrative Agent all information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested
in writing by the Administrative Agent not less than 10 Business Days prior to the Closing Date and mutually agreed to be required under “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,
to be obtained by the Administrative Agent or any Lender. 
 (b) None of Holdings, the Borrower or any of its Subsidiaries
nor, to the knowledge of Borrower, any director, officer, agent or employee of the Borrower or any of the Subsidiaries is, or is owned 50% or more or controlled by one or more persons that are, currently subject to any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any person, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. 
 Section 3.26
Foreign Corrupt Practices Act. Holdings, the Borrower and its Subsidiaries, and, to the knowledge of the Borrower or any of its Subsidiaries, their directors, officers, agents or employees, are in compliance with the U.S. Foreign Corrupt
Practices Act of 1977 and any similar law of a jurisdiction in which the Borrower or any of its Subsidiaries conduct their business and to which they are lawfully subject, in each case, in all material respects. No part of the proceeds of the Loans
made hereunder will be used to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. 

ARTICLE IV 
 Conditions of
Lending 
 The obligations of the Lenders to make Loans (each, a “Credit Event”) are subject to the
satisfaction (or waiver in accordance with Section 9.08) of the following conditions: 
 Section 4.01 Closing
Date Conditions. On the Closing Date: 
 (a) The Administrative Agent shall have received, in the case of a Borrowing, a
Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03). 

(b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as
of such date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date). 
 Section 4.02 Additional Conditions. On or
prior to the Closing Date: 
 (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the
Borrower and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this
Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. 

  
 82 








 (b) The Administrative Agent shall have received, on behalf of itself and the
Lenders, a written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, as special counsel for the Loan Parties, (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and
(C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. 

(c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of
each Loan Party dated the Closing Date and certifying: 
 (i) a copy of the certificate or articles of
incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a
recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent
documents of such Loan Party, 
 (ii) a certificate as to the good standing (to the extent such concept or a
similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), 

(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited
liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,

 (iv) that attached thereto is a true and complete copy of resolutions (or equivalent documentation) duly
adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which
such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions (or equivalent documentation) have not been modified, rescinded or amended and are in full force and effect on the Closing Date, 

(v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other
document delivered in connection herewith on behalf of such Loan Party, and 
 (vi) as to the absence of any
pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. 

(d) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a
Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States
Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and


  
 83 








 
evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be
simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). 

(e) The Collateral Agent shall have received from Parent Holdco a duly executed and delivered counterpart of the Parent
Guarantee Agreement. 
 (f) [Reserved]. 

(g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. 

(h) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of
Holdings, the Borrower or any of the Subsidiaries shall have any third party Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans under this, (ii) the loans and extensions of credit under
the First Lien Credit Agreement, (iii) any roll-over of then existing Capitalized Lease Obligations, (iv) other Indebtedness incurred in the ordinary course of business of the Borrower and its Subsidiaries including intercompany
Indebtedness of the Borrower and Indebtedness for capital expenditures and working capital purposes and (v) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. 

(i) The Lenders shall have received, at the option of the Borrower, (i) a solvency certificate substantially in the form
of Exhibit C and signed by a Financial Officer or other officer with reasonably similar duties of the Borrower or (ii) at the Borrower’s option, an opinion from an independent investment bank or valuation firm of nationally
recognized standing, in either case, confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. 

(j) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the
extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP)
required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). 

(k) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable
clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee
Requirement shall be satisfied (or waived) as of the Closing Date. 
 (l) The Administrative Agent shall have received all
documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than 10 Business Days prior to the Closing Date. 

(m) [Reserved]. 

(n) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect
set forth in Section 4.01(b) hereof. 

  
 84 








 For purposes of determining compliance with the conditions specified in this
Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such
Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing. 

ARTICLE V 
 Affirmative
Covenants 
 The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required
Lenders shall otherwise consent in writing, the Borrower will, and will cause each of the Subsidiaries to: 

Section 5.01 Existence; Business and Properties. (a) Do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under
Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such
liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted
under Section 6.05). 
 (b) Except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property (other than the abandonment of
Intellectual Property in the ordinary course of business), licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain, protect and preserve all property necessary to the normal
conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as permitted by this Agreement). 

Section 5.02 Insurance. (a) Maintain, with financially sound and reputable insurance companies, insurance
(subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations, cause the
Collateral Agent to be listed as a co-loss payee on property and casualty policies with respect to Mortgaged Property located in the United States of America and as an additional insured on liability policies. Notwithstanding the foregoing, the
Borrower and the Subsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general area usually self-insure. 

  
 85 








 (b) Except as the Collateral Agent may agree in its reasonable discretion, cause
all such property and casualty insurance policies with respect to the Mortgaged Property located in the United States of America to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss
payable endorsement, in form and substance reasonably satisfactory to the Collateral Agent, deliver a certificate of an insurance broker to the Collateral Agent; cause each such policy covered by this clause (b) to provide that it shall not be
cancelled or not renewed upon less than 30 days’ prior written notice thereof by the insurer to the Collateral Agent; deliver to the Collateral Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance
covered by this clause (b), a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the
Collateral Agent of payment of the premium therefor, in each case of the foregoing, to the extent customarily maintained, purchased or provided to, or at the request of, lenders by similarly situated companies in connection with credit facilities of
this nature. 
 (c) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal
Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”) with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968
(as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent. 

(d) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that: 

(i) the Administrative Agent, the Collateral Agent, the Lenders and their respective agents or employees shall
not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties
other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders or their agents or employees. If,
however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrower, on behalf of itself and each of its
Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders and their
agents and employees; 
 (ii) the designation of any form, type or amount of insurance coverage by the
Collateral Agent (including acting in the capacity as the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral Agent or the Lenders that such insurance is adequate for the
purposes of the business of Holdings, the Borrower and the Subsidiaries or the protection of their properties; and 

(iii) the amount and type of insurance that the Borrower and its Subsidiaries has in effect as of the Closing
Date satisfies for all purposes the requirements of this Section 5.02. 
 Section 5.03 Taxes. Pay its
obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate
proceedings and the Borrower 

  
 86 








 
or a Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect. 
 Section 5.04 Financial Statements, Reports, etc.
Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders): 
 (a) within 90 days
after the end of each fiscal year (commencing with the fiscal year ending December 31, 2015), a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower
and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and, starting with the fiscal year ending December 31, 2015, setting forth in comparative form the corresponding figures
for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of
such accountants (which opinion shall not be qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date
under any series of Indebtedness occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the
Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); 

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal
quarter ending June 30, 2015), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated
results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in
reasonable detail, which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial
position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by the
Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein); 

(c) (x) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of
a Financial Officer of the Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) or, if such an Event of Default or Default has occurred,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) [reserved] and (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then
ended if the Borrower shall have used the Cumulative Credit for any purpose during such fiscal period and (y) concurrently with any delivery of financial statements under clause (a) above, if the accounting firm is not restricted from
providing such a certificate by its policies office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or
Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); 

  
 87 








 (d) promptly after the same become publicly available, copies of all periodic and
other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries with the SEC, or after an initial
public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed
delivered for purposes of this Agreement when posted to the website of the Borrower (or Holdings or any Parent Entity referred to in Section 5.04(h)) or the website of the SEC and written notice of such posting has been delivered to the
Administrative Agent; 
 (e) within 90 days (or such later date as the Administrative Agent may agree in its reasonable
discretion) after the beginning of each fiscal year (commencing with the fiscal year ending December 31, 2015), a consolidated annual budget for such fiscal year consisting of a projected consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected cash flow and projected income (collectively, the “Budget”), which Budget shall in each case be accompanied by the
statement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof; 

(f) upon the reasonable request of the Administrative Agent not more frequently than once a year, an updated Perfection
Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this clause (f)
or Section 5.10(f); 
 (g) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of Holdings, the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); and 

(h) in the event that Holdings or any Parent Entity reports on a consolidated basis, such consolidated reporting at Holdings
or such Parent Entity’s level in a manner consistent with that described in clauses (a) and (b) of this Section 5.04 for the Borrower will satisfy the requirements of such paragraphs. 

The Borrower hereby acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and
(d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had
been marked “PUBLIC” in accordance with such paragraph (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to delivery thereof). 

Section 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter
furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings (prior to a Qualified IPO) or the Borrower obtains actual knowledge thereof: 

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to
be taken with respect thereto; 

  
 88 








 (b) the filing or commencement of, or any written threat or notice of intention
of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of the Subsidiaries as to which an adverse
determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; 

(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public
knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; and 
 (d) the occurrence of
any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect. 

Section 5.06 Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, that this Section 5.06 shall not apply to
Environmental Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03. 

Section 5.07 Maintaining Records; Access to Properties and Inspections. Maintain all financial records in
accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings (prior
to a Qualified IPO), the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to Holdings (prior to a Qualified IPO) or the Borrower, and as often as reasonably requested and to make extracts from and copies of such
financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings (prior to a Qualified IPO) or the
Borrower to discuss the affairs, finances and condition of Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to
participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract. 

Section 5.08 Use of Proceeds. Use the proceeds of the Loans issued in the manner contemplated by
Section 3.12. 
 Section 5.09 Compliance with Environmental Laws. Comply, and make reasonable efforts to
cause all lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all material authorizations and permits required pursuant to Environmental Law for
its operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. 
 Section 5.10 Further Assurances; Additional Security. 

(a) Subject to the First Lien/Second Lien Intercreditor Agreement and any other Permitted Senior Intercreditor Agreement,
execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that the
Collateral Agent may reasonably request (including, without limitation, those required by applicable law), to 

  
 89 








 
satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the
Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 

(b) Subject to the First Lien/Second Lien Intercreditor Agreement and any other Permitted Senior Intercreditor Agreement, if
any asset (other than Real Property) that has an individual fair market value (as determined in good faith by the Borrower) in an amount greater than $10,000,000 is acquired by the Borrower or any Subsidiary Loan Party after the Closing Date or
owned by an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and
(y) assets constituting Excluded Property), the Borrower or such Subsidiary Loan Party, as applicable, will (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject
to any Permitted Liens) securing the Obligations by, and take, and cause the Subsidiary Loan Parties to take, such actions as shall be reasonably requested by the Applicable Collateral Agent to grant and perfect such Liens, including actions
described in clause (a) of this Section 5.10, all at the expense of the Loan Parties, subject to clause (g) below. 

(c) Subject to the First Lien/Second Lien Intercreditor Agreement and any other Permitted Senior Intercreditor Agreement,
(i) grant and cause each of the Subsidiary Loan Parties to grant to the Collateral Agent security interests in, and mortgages on, any Material Real Property of the Borrower or such Subsidiary Loan Parties, as applicable, that are not Mortgaged
Property as of the Closing Date, to the extent acquired after the Closing Date, within 120 days after such acquisition (or such later date as the Applicable Collateral Agent may agree in its reasonable discretion) pursuant to documentation
substantially in the form of Exhibit F (with such changes as are reasonably consented to by the Applicable Collateral Agent to account for local law matters) or in such other form as is reasonably satisfactory to the Applicable Collateral
Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens, (ii) record or file, and cause each
such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit
of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording or filing, in each
case subject to clause (g) below, and (iii) deliver to the Collateral Agent an updated Schedule 1.01(E) reflecting such additional Mortgaged Properties. Unless otherwise waived by the Applicable Collateral Agent, with respect to
each such Additional Mortgage, the Borrower shall cause the requirements set forth in clauses (f) and (g) of the definition of “Collateral and Guarantee Requirement” to be satisfied with respect to such Material Real Property.

 (d) Subject to the First Lien/Second Lien Intercreditor Agreement and any other Permitted Senior Intercreditor Agreement,
if any additional direct or indirect Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition
of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party, within 15 Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the
Applicable Collateral Agent thereof and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Applicable Collateral Agent may agree in its reasonable discretion (or, with respect to
clauses (f), (g) and (h) of the 

  
 90 








 
definition of “Collateral and Guarantee Requirement,” within 90 days after such formation or acquisition or such longer period as set forth therein or as the Applicable Collateral Agent
may agree in its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on
behalf of any Loan Party, subject to clause (g) below. 
 (e) Subject to the First Lien/Second Lien Intercreditor
Agreement and any other Permitted Senior Intercreditor Agreement, if any additional Foreign Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a
Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary of a Loan Party, within 15 Business Days after the date such Foreign Subsidiary is formed or acquired (or
such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent thereof and, within 50 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Applicable
Collateral Agent may agree in its reasonable discretion, cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Loan Party, subject to
clause (g) below. 
 (f) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan
Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number, (D) in any Loan Party’s jurisdiction of
organization or (E) in the location of the chief executive office of any Loan Party that is not a registered organization; provided, that the Borrower shall not effect or permit any such change unless all filings have been made, or will
have been made within 30 days following such change (or such longer period as the Collateral Agent may agree in its reasonable discretion), under the Uniform Commercial Code that are required in order for the Collateral Agent to continue at all
times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties. 

(g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 and the other Loan Documents
with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any Real Property other than Material Real Property, (ii) motor vehicles and other assets
subject to certificates of title and letter of credit rights (in each case, except to the extent a Lien on such assets or such rights can be perfected by filing a UCC-1) and commercial tort claims with a value of less than $10,000,000,
(iii) pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions
of Article 9 of the Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received),
(iv) assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower, (v) any lease, license or other agreement to the extent
that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any Guarantor) after giving effect to the
applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (vi) those assets as to which the Applicable Collateral Agent and the Borrower reasonably agree that the cost or other consequence of obtaining such a
security interest or perfection thereof are excessive in relation to the value afforded thereby, (vii) any governmental licenses or state or local licenses, franchises, charters and authorizations, to the extent security interests in such


  
 91 








 
licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial
Code, (viii) any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, unless and until an Amendment to Allege Use or a Statement of Use
under Section 1(c) or 1(d) of the Lanham Act has been filed, (ix) other customary exclusions under applicable local law or in applicable local jurisdictions, (x) Securitization Assets sold to any Special Purpose Securitization
Subsidiary or otherwise pledged, factored, transferred or sold in connection with any Permitted Securitization Financing, and any other assets subject to Liens securing Permitted Securitization Financings, (xi) any Excluded Securities,
(xii) any Third Party Funds, (xiii) any equipment or other asset that is subject to a Lien permitted by any of clauses (c)(i), (i), (j) or (aa) of Section 6.02 or is otherwise subject to a purchase money debt or a Capitalized
Lease Obligation, in each case, as permitted by Section 6.01, if the contract or other agreement providing for such debt or Capitalized Lease Obligation prohibits or requires the consent of any person as a condition to the creation of any other
security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted hereunder, (xiv) all assets of Holdings and (xv) any other exceptions mutually agreed upon between the Borrower and the Applicable
Collateral Agent; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” Notwithstanding anything herein to the contrary, (A) the Applicable Collateral
Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond
the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without
undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (B) no control agreement or control, lockbox or similar arrangement shall be required with respect to any
deposit accounts, securities accounts or commodities accounts, (C) no landlord, mortgagee or bailee waivers shall be required, (D) no foreign-law governed security documents or perfection under foreign law shall be required and no Loan
Party shall be required to take any action under the laws of, or make or consent to any filing, recording or registration in, any jurisdiction other than the United States of America (or any political subdivision thereof) and its territories and
possessions for the purpose of perfecting any security interest in Collateral consisting of Patents, Trademarks or Copyrights or any other assets, (E) no notice shall be required to be sent to account debtors or other contractual third parties
prior to the occurrence and during the continuance of an Event of Default, (F) Liens required to be granted from time to time pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall
be subject to exceptions and limitations set forth in the Security Documents, and the First Lien/Second Lien Intercreditor Agreement and other Permitted Senior Intercreditor Agreement and (G) to the extent any Mortgaged Property is located in a
jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be limited to the fair market value of such Mortgaged Property as determined in good faith by the Borrower
(subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Collateral Agent). In addition, prior to the Discharge of First-Priority Obligations, the representations and covenants made in this Agreement and
the other Loan Documents with respect to delivery of any Collateral, the security interest in which may be perfected by possession or control, shall be deemed satisfied by the delivery and possession or control of such Collateral to the Applicable
Collateral Agent. 

  
 92 








 Section 5.11 Rating. Exercise commercially reasonable efforts to
obtain and to maintain (a) public ratings (but not to obtain a specific rating) from Moody’s and S&P for the Term B Loans and (b) public corporate credit ratings and corporate family ratings (but, in each case, not to obtain a
specific rating) from Moody’s and S&P in respect of the Borrower. 
 Section 5.12 Post-Closing. 

(a) With respect to each Closing Date Mortgaged Property, cause the Collateral and Guarantee Requirement to be satisfied. 

(b) Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period of
time specified in such Schedule (or such longer period as the Applicable Collateral Agent may agree in its reasonable discretion). 

ARTICLE VI 
 Negative
Covenants 
 The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required
Lenders shall otherwise consent in writing, the Borrower will not, and will not permit any of the Subsidiaries to: 

Section 6.01 Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: 

(a) (i) Indebtedness existing or committed on the Closing Date (provided, that any such Indebtedness that is
(x) not intercompany Indebtedness and (y) in excess of $5,000,000 shall be set forth on Schedule 6.01), and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany
Indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower or any Subsidiary); 
 (b)
(i) Indebtedness created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; 

(c) Indebtedness of the Borrower or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;

 (d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments
for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification
obligations to such person, in each case in the ordinary course of business or consistent with past practice or industry practices; 

(e) Indebtedness of the Borrower to Holdings or any Subsidiary and of any Subsidiary to Holdings, the Borrower or any other
Subsidiary; provided, that (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing to the Loan Parties incurred pursuant to this Section 6.01(e) shall be subject to Section 6.04 and (ii) Indebtedness
owed by any Loan Party to any Subsidiary that is not a Loan Party incurred pursuant to this Section 6.01(e) shall be subordinated to the Loan Obligations under this Agreement on subordination terms substantially in the form of Exhibit J
hereto or on other subordination terms reasonably satisfactory to the Administrative Agent and the Borrower; 

  
 93 








 (f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety
bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations
in the ordinary course of business or consistent with past practice or industry practices; 
 (g) Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services, in each case incurred in the ordinary course of
business; 
 (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated
with the Borrower or any Subsidiary after the Closing Date and Indebtedness otherwise incurred or assumed by the Borrower or any Subsidiary in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition)
or merger, consolidation or amalgamation with a person (or any subsequent investment made in a person, division or line of business previously acquired in any such acquisition), where such acquisition, merger, consolidation or amalgamation is not
prohibited by this Agreement; provided, that, (w) in the case of any such Indebtedness secured by Liens on Collateral that are Senior Liens, the Net First Lien Leverage Ratio on a Pro Forma Basis immediately after giving effect to such
acquisition, merger, consolidation or amalgamation, the assumption or incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not greater than 5.70 to 1.00 or (II) not greater than the Net First Lien
Leverage Ratio in effect immediately prior thereto, (x) in the case of any such Indebtedness secured by Liens on Collateral that are Other Second Liens or Junior Liens, the Net Secured Leverage Ratio on a Pro Forma Basis immediately after
giving effect to such acquisition, merger, consolidation or amalgamation, the assumption or incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not greater than 6.30 to 1.00 or (II) not greater
than the Net Secured Leverage Ratio in effect immediately prior thereto, (y) in the case of any other such Indebtedness, the Interest Coverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger, consolidation
or amalgamation, the assumption or incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not less than 2.00 to 1.00 or (II) not less than the Interest Coverage Ratio in effect immediately prior
thereto and (z) in the case of any such Indebtedness incurred under this clause (h) by a Subsidiary other than a Subsidiary Loan Party, the aggregate outstanding principal amount of such Indebtedness immediately after giving effect to such
acquisition, merger, consolidation or amalgamation, the assumption or incurrence of such Indebtedness and the use of proceeds thereof and any related transactions shall not exceed the greater of $120,000,000 and 0.66 times the EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period; and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness; 

(i) (x) Capitalized Lease Obligations, mortgage financings and other Indebtedness incurred by the Borrower or any
Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interest of any
person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate principal amount that immediately


  
 94 








 
after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(i)(x), would not exceed (A) the greater of $90,000,000 and 16.20% of Consolidated Total Assets as of the end of the then most recently ended Test Period plus (B) any additional amounts, so long as immediately after
giving effect to the incurrence of such additional amounts under this clause (B) and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 5.70 to 1.00 (assuming, for purposes of this clause
(B), that all Capitalized Lease Obligations of the Borrower and the Subsidiaries incurred pursuant to this Section 6.01(i) outstanding at such time are included as Consolidated Debt in such calculation of the Net First Lien Leverage Ratio), and
(y) any Permitted Refinancing Indebtedness in respect thereof; 
 (j) (i) Capitalized Lease Obligations and any
other Indebtedness incurred by the Borrower or any Subsidiary arising from any Sale and Lease-Back Transaction that is permitted under Section 6.03, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(k) (i) other Indebtedness of the Borrower or any Subsidiary, in an aggregate principal amount that, immediately after
giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(k), would not exceed the greater of
$180,000,000 and 0.96 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(l) Indebtedness of the Borrower or any Subsidiaries in an aggregate outstanding principal amount not greater than 100% of the
net cash proceeds received by the Borrower from (x) the issuance or sale of its Qualified Equity Interests or (y) a contribution to its common equity with the net cash proceeds from the issuance and sale by Holdings or a Parent Entity of
its Qualified Equity Interests or a contribution to its common equity (in each case of (x) and (y), other than proceeds from the sale of Equity Interests to, or contributions from, the Borrower or any of its Subsidiaries), to the extent such
net cash proceeds do not constitute Excluded Contributions; 
 (m) Guarantees (i) by Holdings, the Borrower or any
Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party permitted to be incurred under this Agreement, (ii) by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise permitted hereunder of any
Subsidiary that is not a Subsidiary Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iii) by any Subsidiary that is not a Subsidiary Loan Party of Indebtedness of another Subsidiary
that is not a Subsidiary Loan Party and (iv) by the Borrower of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as
such Indebtedness is permitted to be incurred under Section 6.01(t) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)); provided, that Guarantees by the Borrower or any Subsidiary Loan
Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be expressly subordinated to the Loan Obligations to at least the same extent as such underlying Indebtedness
is subordinated; 
 (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for
indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the Transactions, any Permitted Business Acquisition, a Permitted Change in Control,
other Investments or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; 

  
 95 








 (o) Indebtedness in respect of letters of credit, bank guarantees, warehouse
receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent with past practice or industry
practices; 
 (p) [reserved]; 

(q) (i) Indebtedness secured by Liens on Collateral that are Senior Liens so long as immediately after giving effect to
the incurrence of such Indebtedness and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 5.70 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under
this clause (q)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(q)(i), Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of $180,000,000 and 0.96 times the EBITDA calculated on a Pro Forma Basis for the then
most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 
 (r)
(i) Indebtedness secured by Liens on Collateral that are Other Second Liens or Junior Liens so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net Secured Leverage Ratio on a
Pro Forma Basis is not greater than 6.30 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (r)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall
not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), this Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the
Subsidiary Loan Parties, the greater of $180,000,000 and 0.80 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(s) (i) other Indebtedness so long as immediately after giving effect to the incurrence of such Indebtedness and the use
of proceeds thereof, the Interest Coverage Ratio on a Pro Forma Basis is not less than 2.00 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (s)(i) at such time that is incurred by
a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i) and this
Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of $180,000,000 and 0.96 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any
Permitted Refinancing Indebtedness in respect thereof; 
 (t) (i) Indebtedness of Subsidiaries that are not Subsidiary
Loan Parties in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness
outstanding pursuant to this Section 6.01(t), would not exceed the greater of $90,000,000 and 16.20% of Consolidated Total Assets as of the end of the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in
respect thereof; 
 (u) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower
or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on
customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements; 

  
 96 








 (v) Indebtedness representing deferred compensation to employees, consultants or
independent contractors of the Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary that is either incurred (i) in the ordinary course of business or
(ii) in connection with a Permitted Change in Control; 
 (w) Indebtedness in connection with Permitted Securitization
Financings; 
 (x) obligations in respect of Cash Management Agreements; 

(y) (i) Refinancing Notes and (ii) any Permitted Refinancing Indebtedness incurred in respect thereof; 

(z) (i) Indebtedness in an aggregate principal amount outstanding not to exceed the Incremental Amount available at the
applicable time of determination set forth in the definition thereof, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(aa) Guarantees of Indebtedness under customer financing lines of credit entered into in the ordinary course of business; 

(bb) (i) Indebtedness of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures in an
aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(bb), would not exceed the greater of $60,000,000 and 0.36 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(cc) Indebtedness issued by the Borrower or any Subsidiary to current or former officers, directors and employees, their
respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any Parent Entity permitted by Section 6.06; 

(dd) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation or other similar
arrangements incurred by such person in connection with the Transactions and Permitted Business Acquisitions or any other Investment permitted hereunder; 

(ee) Indebtedness of the Borrower or any Subsidiary to or on behalf of any joint venture (regardless of the form of legal
entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Borrower and its Subsidiaries; 

(ff) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in
supply arrangements, in each case, in the ordinary course of business; 
 (gg) Indebtedness supported by a letter of credit
issued under any revolving credit or letter of credit facility permitted by Section 6.01; 

  
 97 








 (hh) (i)(x) Indebtedness, including Indebtedness incurred under the First Lien
Credit Agreement, in an aggregate principal amount outstanding pursuant to this Section 6.01(hh)(i)(x) not to exceed $1,025,000,000, and (y) Indebtedness incurred utilizing the definition of “Incremental Amount” as defined in the
First Lien Credit Agreement (as in effect on the date hereof), and other amounts permitted to be incurred in lieu thereof and (ii) any Permitted Refinancing Indebtedness in respect thereof; provided, that any “Incremental Loans” (as
defined in the First Lien Credit Agreement) that are secured by Liens that rank pari passu in right of security with the Term B Loans (other than High Yield-Style Loans) (“First Lien Credit Agreement Pari Passu Incremental Loans”) shall be
subject to the last paragraph of clause (viii) of Section 2.21(b); and 
 (ii) all premium (if any, including
tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (hh) above or refinancings thereof. 

For purposes of determining compliance with this Section 6.01 or Section 6.02, the amount of any Indebtedness
denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness)
on or prior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness
was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a
different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,
such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such
Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing. 

Further, for purposes of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted
solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ii) but may be permitted in part under any combination thereof and (B) in the event that an item of
Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ii), the Borrower may, in its sole discretion, classify or
reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and will be entitled to only include the amount and
type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause
or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause; provided, that (x) all Indebtedness
outstanding on the Closing Date under this Agreement shall at all times be deemed to have been incurred pursuant to clause (b) of this Section 6.01 and (y) all Indebtedness under the First Lien Credit Agreement outstanding on the
Closing Date shall at all times be deemed to have been incurred pursuant to clause (hh)(i)(x) of this Section 6.01. In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any
Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence. 

  
 98 








 This Agreement will not treat (1) unsecured Indebtedness as subordinated or
junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral. 

Section 6.02 Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock
or other securities of any person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “Permitted Liens”): 

(a) Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing Date (or created following the
Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a)
and any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations
permitted by Section 6.01) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien,
and (B) proceeds and products thereof; 
 (b) any Lien created under the Loan Documents or permitted in respect of any
Mortgaged Property by the terms of the applicable Mortgage; 
 (c) any Lien on any property or asset of the Borrower or any
Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or
assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property
required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the Term B
Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement, (iii) in the case of Liens on the Collateral that are (or are intended to be) senior in priority to the Liens securing the Term B Loans, such Liens shall be
subject to a Permitted Senior Intercreditor Agreement and (iv) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term B Loans, such Liens shall be subject to a
Permitted Pari Passu Intercreditor Agreement; 
 (d) Liens for Taxes, assessments or other governmental charges or levies
not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; 
 (e) Liens
imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or
that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; 

(f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal
Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of
such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification 

  
 99 








 
obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower
or any Subsidiary; 
 (g) deposits and other Liens to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other
obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in
the ordinary course of business; 
 (h) zoning restrictions, easements, survey exceptions, trackage rights, leases (other
than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan
agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of
the business of the Borrower or any Subsidiary; 
 (i) Liens securing Indebtedness permitted by Section 6.01(i);
provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness
Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction, and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual
financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (i) to secure
Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing
Indebtedness shall also be Junior Liens); 
 (j) Liens arising out of Sale and Lease-Back Transactions permitted under
Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; 

(k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); 

(l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to the
Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property
that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; 

(m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any
Subsidiary in the ordinary course of business; 

  
 100 








 (n) Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar 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 any Subsidiary, including with respect to credit card charge-backs and similar obligations, or
(iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business; 

(o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights
of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith;

 (p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar
obligations permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the
proceeds and products thereof; 
 (q) leases or subleases, licenses or sublicenses (including with respect to Intellectual
Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; 

(r) 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; 
 (s) Liens solely on any cash earnest money deposits made by the Borrower or any
of the Subsidiaries in connection with any letter of intent or acquisition agreement in respect of any Investment permitted hereunder; 

(t) (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a
Subsidiary that is not a Loan Party permitted under Section 6.01 and (ii) Liens with respect to property or assets of any person securing Indebtedness permitted under Section 6.01(bb) (it being understood that with respect to any
Liens on the Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral
being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens); 

(u) Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary
escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; 

(v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business; 

  
 101 








 (w) agreements to subordinate any interest of the Borrower or any Subsidiary in
any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; 

(x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other
obligations not constituting Indebtedness; 
 (y) Liens (i) on Equity Interests of joint ventures (A) securing
obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests of Unrestricted Subsidiaries; 

(z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause
(c) of the definition thereof; 
 (aa) Liens in respect of Permitted Securitization Financings that extend only to the
assets subject thereto; 
 (bb) Liens securing insurance premiums financing arrangements; provided, that such Liens
are limited to the applicable unearned insurance premiums; 
 (cc) in the case of Real Property that constitutes a leasehold
interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; 
 (dd) Liens securing
Indebtedness or other obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; 

(ee) Liens (i) on not more than $18,000,000 of deposits securing Hedging Agreements entered into for non-speculative
purposes and (ii) on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; 

(ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of
credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such
Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; 

(gg) (i) Liens on Collateral that are Senior Liens, so long as such Senior Liens secure Indebtedness permitted by
Section 6.01(hh) (and any Hedging Agreements and Cash Management Agreements that are secured by Liens governed by the same collateral agreements that govern any other Liens permitted by this Section 6.01(gg)(i)) and (ii) Liens on
Collateral that are Junior Liens; 
 (hh) (i) Liens on Collateral that are Senior Liens, so long as immediately after
giving effect to the incurrence of the Indebtedness secured by such Senior Liens and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 5.70 to 1.00 and (ii) Liens on Collateral that are
Other Second Liens, so long as, in the case of this clause (ii), immediately after giving effect to the incurrence of Indebtedness secured by such Other Second Liens and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma
Basis is not greater than 6.30; 

  
 102 








 (ii) Liens on Collateral that are Other Second Liens, so long as such Other
Second Liens secure Indebtedness permitted by Section 6.01(b), 6.01(h)(i)(x) (and Permitted Refinancing Indebtedness in respect thereof), 6.01(r), 6.01(y), 6.01(z) or 6.01(hh); 

(jj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the
Borrower or any of the Subsidiaries in the ordinary course of business; 
 (kk) Liens to secure any Indebtedness issued or
incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (u) with
respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens on such Collateral being incurred under this clause (kk)
shall also be Junior Liens, (v) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other Second Liens then such Liens on such
Collateral being incurred under this clause (kk) may also be Other Second Liens or Junior Liens, (w) with respect to any Liens on Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being
Refinanced (if any) were Senior Liens, then such Liens on such Collateral being incurred under this clause (kk) may also be Senior Liens, Other Second Liens or Junior Liens, (x) (other than Liens contemplated by the foregoing clauses (u),
(v) and (w)) such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and
any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid
accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness
secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure such Indebtedness or a Loan Party; and 

(ll) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate
outstanding principal amount that, immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $180,000,000 and 0.96 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period.

 For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need
not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (ll) but may be permitted in part under any combination thereof and (B) in the event that a Lien
securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (ll), the Borrower may, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.02 and will be entitled
to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as
being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when 

  
 103 








 
calculating the amount of Liens or Indebtedness that may be incurred pursuant to any other clause. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such
Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. 

Section 6.03 Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person
whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to
(i) Excluded Property, (ii) property owned by the Borrower or any Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 365 days of the acquisition of such
property or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower or any Subsidiary Loan Party, (x) if such Sale
and Lease-Back Transaction is of property owned by the Borrower or any Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b) and (y) with
respect to any Sale and Lease-Back Transaction pursuant to this clause (b) with Net Proceeds in excess of $2,400,000 individually or $12,000,000 in the aggregate in any fiscal year, the requirements of the last paragraph of Section 6.05
shall apply to such Sale and Lease-Back Transaction to the extent provided therein. 
 Section 6.04 Investments,
Loans and Advances. (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities of any
other person, (ii) make any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of (A) intercompany liabilities incurred in connection with the cash management, tax and accounting operations of
the Borrower and the Subsidiaries and (B) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business or consistent with
industry practices), or (iii) purchase or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a
business unit, line of business or division of such person (each of the foregoing, an “Investment”), except: 

(a) the Transactions; 

(b) (i) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary;
(ii) intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary;
provided, that as at any date of determination, the aggregate outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) of (A) Investments made after the Closing Date
by the Loan Parties pursuant to subclause (i) in Subsidiaries that are not Subsidiary Loan Parties, plus (B) net outstanding intercompany loans made after the Closing Date by the Loan Parties to Subsidiaries that are not
Subsidiary Loan Parties pursuant to subclause (ii), plus (C) outstanding Guarantees by the Loan Parties of Indebtedness after the Closing Date of Subsidiaries that are not Subsidiary Loan Parties pursuant to
subclause (iii) (excluding for purposes of the calculation in this proviso any Investment made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 5.70 to 1.00,
which Investment shall be permitted under this Section 6.04(b) without regard to such calculation), shall not exceed the sum of (X) the greater of (1) $180,000,000 and (2) 0.96 times the EBITDA calculated on a Pro Forma Basis


  
 104 








 
for the then most recently ended Test Period plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received in respect of any such Investment; 
 (c) Permitted Investments and
Investments that were Permitted Investments when made; 
 (d) Investments arising out of the receipt by the Borrower or any
Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 6.05; 
 (e) loans and
advances to officers, directors, employees or consultants of the Borrower or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any
write-downs or write-offs thereof) not to exceed the greater of $24,000,000 and 4.20% of Consolidated Total Assets as of the end of the then most recently ended Test Period, (ii) in respect of payroll payments and expenses in the ordinary
course of business and (iii) in connection with such person’s purchase of Equity Interests of Holdings (or any Parent Entity) solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as
common equity; 
 (f) accounts receivable, security deposits and prepayments arising and trade credit granted in the
ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and
other credits to suppliers made in the ordinary course of business; 
 (g) Hedging Agreements entered into for
non-speculative purposes; 
 (h) Investments existing on, or contractually committed as of, the Closing Date and set forth
on Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment
existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date or as otherwise permitted by this Section 6.04); 

(i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (o), (r), (s), (ee) and (ll); 

(j) other Investments by the Borrower or any Subsidiary in an aggregate outstanding amount (valued at the time of the making
thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $90,000,000 and 0.48 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period,
plus (Y) any portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.04(j)(Y) in a written notice of a Responsible Officer thereof, which notice shall set forth calculations
in reasonable detail the amount of the Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, and plus (Z) an amount equal to any returns (including dividends, interest, distributions,
returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment pursuant to clause (X); provided, that if any Investment pursuant to this Section 6.04(j) is made in any
person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a
Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(j); 

  
 105 








 (k) Investments constituting Permitted Business Acquisitions; 

(l) intercompany loans between Subsidiaries that are not Loan Parties and Guarantees by Subsidiaries that are not Loan Parties
permitted by Section 6.01(m); 
 (m) Investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower or a Subsidiary as a result of a foreclosure by the Borrower
or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; 

(n) Investments of a Subsidiary acquired after the Closing Date or of a person merged into the Borrower or merged into or
consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger or consolidation is permitted under this Section 6.04, (ii) in the case of any acquisition, merger or consolidation, in
accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or
consolidation; 
 (o) acquisitions by the Borrower of obligations of one or more officers or other employees of Holdings,
any Parent Entity, the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any Parent Entity, so long as no cash is actually advanced by the Borrower or any of the
Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; 
 (p) Guarantees by
the Borrower or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of
business; 
 (q) Investments to the extent that payment for such Investments is made with Equity Interests of the Borrower,
Holdings or any Parent Entity; provided, that the issuance of such Equity Interests are not included in any determination of the Cumulative Credit; 

(r) Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the
contribution by Holdings, the Borrower or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided, that (i) the fair market value of such assets, determined in good faith by the
Borrower, so contributed pursuant to this clause (r) shall not in the aggregate exceed $18,000,000 and (ii) in respect of each such contribution, a Responsible Officer of the Borrower shall certify, in a form to be agreed upon by the
Borrower and the Administrative Agent (x) immediately after giving effect to such contribution, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) the fair market value (as determined in
good faith by the Borrower) of the assets so contributed and (z) that the requirements of clause (i) of this proviso remain satisfied; 

(s) Investments consisting of Restricted Payments permitted under Section 6.06; 

  
 106 








 (t) Investments in the ordinary course of business consisting of Uniform
Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; 

(u) Investments in Subsidiaries that are not Loan Parties after giving effect to the applicable Investments, in an aggregate
outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed (excluding for purposes of this calculation any Investment made at a time when, immediately after giving
effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 5.70 to 1.00, which Investment shall be permitted under this Section 6.04(u) without regard to such calculation) the sum of (x) the greater of
$180,000,000 and 0.96 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period in the aggregate plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of
principal, profits on sale, repayments, income and similar amounts) actually received in respect of Investments theretofore made pursuant to this Section 6.04(u); 

(v) Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to this
Section 6.04); 
 (w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in
accordance with customary trade terms of the Borrower or such Subsidiary; 
 (x) Investments by the Borrower and its
Subsidiaries, including loans to any direct or indirect parent of the Borrower, if the Borrower or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided, that the amount of any such Investment
shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 for all purposes of this Agreement); 

(y) Investments consisting of Securitization Assets or arising as a result of Permitted Securitization Financings; 

(z) Investments consisting of the licensing or contribution of Intellectual Property pursuant to joint marketing or other
arrangements with other persons; 
 (aa) to the extent constituting Investments, purchases and acquisitions of inventory,
supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business; 

(bb) Investments received substantially contemporaneously in exchange for Equity Interests of the Borrower, Holdings or any
Parent Entity; provided, that the issuance of such Equity Interests are not included in any determination of the Cumulative Credit; 

(cc) Investments in joint ventures; provided that the aggregate outstanding amount (valued at the time of the making
thereof and without giving effect to any write-downs or write-offs thereof) of Investments made after the Closing Date pursuant to this Section 6.04(cc) (excluding for purposes of the calculation in this proviso any Investment made at a time
when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 5.70 to 1.00, which Investment shall be permitted under this Section 6.04(cc) without regard to such calculation) shall not
exceed the sum of (X) the greater of $90,000,000 and 0.48 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, plus (Y) an aggregate amount equal to any returns (including dividends,
interest, distributions, returns of principal, profits on 

  
 107 








 
sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(cc) is made in any
person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a
Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(cc); 

(dd) Investments in Similar Businesses in an aggregate outstanding amount (valued at the time of the making thereof, and
without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $60,000,000 and 0.36 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period plus
(Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any
Investment pursuant to this Section 6.04(dd) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such
person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and
not in reliance on this Section 6.04(dd); 
 (ee) Investments in any Unrestricted Subsidiaries after giving effect to
the applicable Investments, in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $48,000,000 and 0.30 times
the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(ee) is made in any person that was not a Subsidiary on the date on which such Investment was made but
becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the
extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(ee); and 

(ff) additional Investments, so long as, at the time any such Investment is made and immediately after giving effect thereto,
(x) no Default or Event of Default shall have occurred and is continuing and (y) the Net Total Leverage Ratio on a Pro Forma Basis is not greater than 5.16 to 1.00. 

The amount of Investments that may be made at any time pursuant to Section 6.04(b), 6.04(j) or 6.04(dd) (such Sections,
the “Related Sections”) may, at the election of the Borrower, be increased by the amount of Investments that could be made at such time under the other Related Section; provided, that the amount of each such increase in
respect of one Related Section shall be treated as having been used under the other Related Section. 
 Any Investment
in any person other than the Borrower or a Subsidiary Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be
disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as
determined by the Borrower in good faith) valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof. 

  
 108 








 Section 6.05 Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now
owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of
business of a person, except that this Section 6.05 shall not prohibit: 
 (a) (i) the purchase and Disposition of
inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in each case in the ordinary course of business by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any
other asset in the ordinary course of business by the Borrower or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Borrower), (iii) the Disposition of
surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the Disposition of Permitted Investments in the ordinary course of business; 

(b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be
continuing or would result therefrom, (i) the merger or consolidation of any Subsidiary with or into the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger or consolidation of any Subsidiary with or into any
Subsidiary Loan Party in a transaction in which the surviving or resulting entity is or becomes a Subsidiary Loan Party and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a Subsidiary Loan Party receives
any consideration (unless otherwise permitted by Section 6.04), (iii) the merger or consolidation of any Subsidiary that is not a Subsidiary Loan Party with or into any other Subsidiary that is not a Subsidiary Loan Party, (iv) the
liquidation or dissolution or change in form of entity of any Subsidiary if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to
the Lenders, (v) any Subsidiary may merge or consolidate with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary (unless otherwise
permitted by Section 6.04), which shall be a Loan Party if the merging or consolidating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall have complied with any applicable requirements of Section 5.10 or
(vi) any Subsidiary may merge or consolidate with any other person in order to effect an Asset Sale otherwise permitted pursuant to this Section 6.05; 

(c) Dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any
Dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07; 

(d) Sale and Lease-Back Transactions permitted by Section 6.03; 

(e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; 

(f) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables
financing transaction; 

  
 109 








 (g) other Dispositions of assets; provided, that the Net Proceeds thereof,
if any, are applied in accordance with Section 2.11(b) to the extent required thereby; 
 (h) Permitted Business
Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided, that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower is the
surviving entity or the requirements of Section 6.05(n) are otherwise complied with; 
 (i) leases, licenses or
subleases or sublicenses of any real or personal property in the ordinary course of business; 
 (j) Dispositions of
inventory or Dispositions or abandonment of Intellectual Property of the Borrower and its Subsidiaries determined in good faith by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or
any of the Subsidiaries (including any Disposition of foreign Intellectual Property rights); 
 (k) acquisitions and
purchases made with the proceeds of any Asset Sale pursuant to the first proviso of clause (a) of the definition of “Net Proceeds”; 

(l) the purchase and Disposition (including by capital contribution) of Securitization Assets including pursuant to Permitted
Securitization Financings; 
 (m) any exchange of assets for services and/or other assets of comparable or greater value;
provided, that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the event of a swap with a fair market value (as
determined in good faith by the Borrower) in excess of $12,000,000, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in the event of a swap
with a fair market value (as determined in good faith by the Borrower) in excess of $24,000,000, such exchange shall have been approved by at least a majority of the Board of Directors of Holdings or the Borrower; provided, further,
that (A) no Default or Event of Default exists or would result therefrom and (B) the Net Proceeds, if any, thereof are applied in accordance with Section 2.11(b) to the extent required thereby; and 

(n) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be
continuing or would result therefrom, any Subsidiary or any other person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the surviving entity or (B) if the surviving
entity is not the Borrower (such other person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or
any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (3) each Guarantor (other than Holdings), unless it is the other party to such merger or consolidation, shall have by a supplement to the Subsidiary Guarantee Agreement confirmed that its guarantee thereunder shall apply
to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its
obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under
the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the 

  
 110 








 
Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the
Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the Collateral and Guarantee Requirement to
be covered in opinions of counsel (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement). 

Notwithstanding anything to the contrary contained in Section 6.05 above, no Disposition of assets under
Section 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred to in clause (b)(y) of Section 6.03, under Section 6.05(d), shall be permitted unless (i) such Disposition is for fair market value (as
determined in good faith by the Borrower), or if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, and (ii) at least 75% of the proceeds of such Disposition (except to Loan Parties) consists of cash
or Permitted Investments; provided, that the provisions of this clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by
the Borrower) of less than $18,000,000 or to other transactions involving assets with a fair market value (as determined in good faith by the Borrower) of not more than the greater of $60,000,000 and 10.80% of Consolidated Total Assets as of the end
of the then most recently ended Test Period in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of this clause (ii), each of the following shall be deemed to be cash:
(a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with
such transaction, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt
thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the
Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $90,000,000 and 16.20% of Consolidated Total Assets as of the end of
the Test Period ended immediately prior to the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to
subsequent changes in value). 
 Notwithstanding anything to the contrary contained in Section 6.05 above, the Borrower
and the Subsidiaries shall not make any Trademark Disposition (whether in one transaction or in a series of related transactions), except for (i) any Trademark Disposition among the Borrower and the Subsidiary Loan Parties, (ii) any
Trademark Disposition of any Excluded Trademark and (iii) any Trademark Disposition with the consent of the Required Lenders. 

Section 6.06 Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction
of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity
Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of the
Borrower’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares) in
each case other than in connection and substantially concurrently with a Permitted Change in Control (all of the foregoing, “Restricted Payments”); provided, however, that: 

(a) Restricted Payments may be made to the Borrower or any Wholly Owned Subsidiary of the Borrower (or, in the case of
non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective
of the Borrower or such Subsidiary) based on their relative ownership interests); 

  
 111 








 (b) Restricted Payments may be made in respect of (i) overhead, legal,
accounting and other professional fees and expenses of Holdings or any Parent Entity, (ii) fees and expenses related to any public offering or private placement of Equity Interests or debt securities of Holdings or any Parent Entity whether or
not consummated, (iii) franchise and similar taxes and other fees and expenses in connection with the maintenance of its (or any Parent Entity’s) existence and its (or any Parent Entity’s indirect) ownership of the Borrower,
(iv) payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (v)(A) in respect of any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined, affiliated,
unitary or similar tax group for U.S. federal and/or applicable state, local or foreign tax purposes of which a direct or indirect parent of the Borrower is the common parent, or for which the Borrower is a disregarded entity for U.S. federal income
tax purposes that is wholly owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local income tax purposes, distributions to any direct or indirect parent of the Borrower in an amount not to exceed the amount
of any U.S. federal, state, local or foreign taxes that the Borrower and/or its Subsidiaries, as applicable, would have paid for such taxable period had the Borrower and/or its Subsidiaries, as applicable, been a stand-alone corporate taxpayer or a
stand-alone corporate group or (B) in respect of any taxable period for which the Borrower is treated as a partnership or disregarded entity for U.S. federal and/or applicable state, local or foreign tax purposes except in the case in which the
Borrower is treated as a disregarded entity for U.S. federal income tax purposes that is wholly owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local income tax purposes, distributions to any direct or
indirect owners of the Borrower in an amount not to exceed the product of (1) the amount of taxable income of the Borrower and/or its Subsidiaries for such taxable period, calculated without regard to tax-deductible amortization of intangible
assets (including any amortization resulting from any increase in basis under Section 743(b) or 734(b) of the Code (and equivalent provisions of applicable tax law)), and (2) the Hypothetical Tax Rate, and (vi) customary salary, bonus
and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of Holdings or any Parent Entity, in each case in order to permit Holdings or any Parent Entity to make such payments; provided, that in
the case of subclauses (i) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such subclauses (i) and (iii) that are allocable to the Borrower and its Subsidiaries
(which shall be 100% at any time that, as the case may be, (x) Holdings owns no material assets other than the Equity Interests of the Borrower and assets incidental to such equity ownership or (y) any Parent Entity owns directly or
indirectly no material assets other than Equity Interests of Holdings and any other Parent Entity and assets incidental to such equity ownership); 

(c) Restricted Payments may be made to Holdings, the proceeds of which are used to purchase or redeem the Equity Interests of
Holdings or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of any Parent Entity, Holdings, the Borrower or any of the Subsidiaries or
by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related
rights were issued; provided, that the aggregate amount of such purchases or redemptions under this clause (c) shall not exceed in any fiscal year $18,000,000 (which shall increase to $36,000,000 subsequent to a Qualified IPO)
(plus (x) the amount of net proceeds contributed to the Borrower that were (x) received by Holdings or any Parent Entity during such calendar year from sales of Equity Interests of Holdings or any Parent Entity to directors,
consultants, 

  
 112 








 
officers or employees of Holdings, any Parent Entity, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided, that such
proceeds are not included in any determination of the Cumulative Credit, (y) the amount of net proceeds of any key-man life insurance policies received during such calendar year, and (z) the amount of any cash bonuses otherwise payable to
members of management, directors or consultants of Holdings, any Parent Entity, the Borrower or the Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity Interests), which, if not used in any year,
may be carried forward to any subsequent calendar year; and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, any Parent Entity, the Borrower or its
Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; 

(d) any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity
Interests represent a portion of the exercise price of such options; 
 (e) Restricted Payments may be made in an aggregate
amount equal to a portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.06(e), which such election shall (unless such Restricted Payment is made pursuant to clause (a) of the
definition of “Cumulative Credit”) be set forth in a written notice of a Responsible Officer of the Borrower, which notice shall set forth calculations in reasonable detail the amount of the Cumulative Credit immediately prior to such
election and the amount thereof elected to be so applied; 
 (f) Restricted Payments may be made in connection with the
consummation of the Transactions; 
 (g) Restricted Payments may be made to pay, or to allow Holdings or any Parent Entity
to make payments, in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person; 

(h) after a Qualified IPO, Restricted Payments may be made to pay, or to allow Holding or any Parent Entity to pay, dividends
and make distributions to, or repurchase or redeem shares from, its equity holders in an amount per annum no greater than 6% of the Market Capitalization; 

(i) Restricted Payments may be made to Holdings or any Parent Entity to finance any Investment that if made by the Borrower or
any Subsidiary directly would be permitted to be made pursuant to Section 6.04; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall,
immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in
Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10; 

(j) other Restricted Payments may be made in an aggregate amount not to exceed the greater of $108,000,000 and 0.60 times the
EBITDA calculated on a Pro Forma Basis for the Test Period ended immediately prior to the date of such Restricted Payment; provided, that if such Restricted Payments are made to the Fund or any Fund Affiliate, no Event of Default shall have
occurred and be continuing; 

  
 113 








 (k) other Restricted Payments so long as, immediately after giving effect to such
payment or distribution on a Pro Forma Basis, the Net Total Leverage Ratio is not greater than 5.16 to 1.00; and 
 (l)
Restricted Payments may be made with Excluded Contributions. 
 Notwithstanding anything herein to the contrary, the
foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of
notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement. 

Section 6.07 Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or
acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrower, Holdings, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a
transaction (or series of related transactions) involving aggregate consideration in excess of $24,000,000, unless such transaction is (i) otherwise permitted (or required) under this Agreement or (ii) upon terms that are substantially no
less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of the Borrower or such Subsidiary
in good faith. 
 (b) The foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this
Agreement, 
 (i) any issuance of securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Holdings or of the Borrower, 

(ii) loans or advances to employees or consultants of Holdings (or any Parent Entity), the Borrower or any of
the Subsidiaries in accordance with Section 6.04(e), 
 (iii) transactions among the Borrower or any
Subsidiary or any entity that becomes a Subsidiary as a result of such transaction (including via merger, consolidation or amalgamation in which the Borrower or a Subsidiary is the surviving entity), 

(iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants
and employees of Holdings, any Parent Entity, the Borrower and the Subsidiaries in the ordinary course of business (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are allocable to the Borrower and its
Subsidiaries (which (x) shall be 100% for so long as Holdings or such Parent Entity, as the case may be, owns no assets other than the Equity Interests of the Borrower, Holdings or any Parent Entity and assets incidental to the ownership of the
Borrower and its Subsidiaries and (y) in all other cases shall be as determined in good faith by management of the Borrower)), 

(v) subject to the limitations set forth in Section 6.07(b)(xiv), if applicable, the Transactions and any
transactions pursuant to the Transaction Documents and permitted transactions, agreements and arrangements in existence on the Closing Date and, to the extent involving aggregate consideration in excess of $6,000,000, set forth on
Schedule 6.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by
the Borrower in good faith), 

  
 114 








 (vi) (A) any employment agreements entered into by the
Borrower or any of the Subsidiaries in the ordinary course of business or in connection with a Permitted Change in Control, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to
put/call rights or similar rights with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment
contract and transactions pursuant thereto, 
 (vii) Restricted Payments permitted under Section 6.06,
including payments to Holdings (and any Parent Entity), and Investments permitted under Section 6.04, 

(viii) any purchase by Holdings of the Equity Interests of the Borrower, 

(ix) payments by the Borrower or any of the Subsidiaries to the Fund or any Fund Affiliate made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors
of the Borrower, or a majority of the Disinterested Directors, in good faith, 
 (x) transactions for the
purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, 

(xi) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed
to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the Borrower qualified to render such letter, which letter
states that (i) such transaction is on terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate
or (ii) such transaction is fair to the Borrower or such Subsidiary, as applicable, from a financial point of view, 

(xii) subject to subclause (xiv) below, if applicable, the payment of all fees, expenses, bonuses and
awards related to the Transactions, including fees to the Fund or any Fund Affiliate, 
 (xiii) transactions
with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, 

(xiv) any agreement to pay, and the payment of, monitoring, consulting, management, transaction, advisory or
similar fees payable to the Fund, any Fund Affiliate or any Metropoulos-related Person (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $4,800,000 and 2.40% of EBITDA for any such fiscal year,
plus reasonable out-of-pocket costs and expenses in connection therewith in any fiscal year and unpaid amounts for any prior periods from and including the fiscal year in which the Closing Date occurs; plus (2) any deferred,
accrued or other fees in respect of any fiscal years from and including the fiscal year in which the Closing Date occurs (to the extent such fees in the aggregate do not exceed the amounts described in clause (A)(1) above in respect of such
fiscal years), plus (B) 1.20% of the value of transactions with respect to which the Fund, any Fund Affiliate or any Metropoulos-related 

  
 115 








 
Person provides any transaction, advisory or other services, plus (C) so long as no Event of Default has occurred and is continuing, the present value of all future amounts payable
pursuant to any agreement referred to in clause (A)(1) above in connection with the termination of such agreement with the Fund and its Fund Affiliates or any Metropoulos-related Person; provided, that if any such payment pursuant to
clause (C) is not permitted to be paid as a result of an Event of Default, such payment shall accrue and may be payable when no Events of Default are continuing to the extent that no further Event of Default would result therefrom, 

(xv) the issuance, sale or transfer of Equity Interests of the Borrower or any Subsidiary to Holdings (or any
Parent Entity) and capital contributions by Holdings (or any Parent Entity) to the Borrower or any Subsidiary, 

(xvi) the issuance of Equity Interests to the management of Holdings, any Parent Entity, the Borrower or any
Subsidiary in connection with the Transactions, 
 (xvii) payments by Holdings (and any Parent Entity), the
Borrower and the Subsidiaries pursuant to a tax sharing agreement or arrangement (whether written or as a matter of practice) that complies with clause (v) of Section 6.06(b), 

(xviii) transactions pursuant to any Permitted Securitization Financing, 

(xix) payments, loans (or cancellation of loans) or advances to employees or consultants that are
(i) approved by a majority of the Disinterested Directors of Holdings or the Borrower in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement, 

(xx) transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in each
case in the ordinary course of business or otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Subsidiaries, 

(xxi) transactions between the Borrower or any of the Subsidiaries and any person, a director of which is also
a director of the Borrower or any direct or indirect parent company of the Borrower; provided, however, that (A) such director abstains from voting as a director of the Borrower or such direct or indirect parent company, as the
case may be, on any matter involving such other person and (B) such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity, 

(xxii) transactions permitted by, and complying with, the provisions of Section 6.05, 

(xxiii) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the
Borrower) for the purpose of improving the consolidated tax efficiency of the Borrower and the Subsidiaries and not for the purpose of circumventing any covenant set forth herein, and 

(xxiv) Investments by the Fund or a Fund Affiliate in securities of the Borrower or any of the Subsidiaries so
long as (A) the Investment is being offered generally to other investors on the same or more favorable terms and (B) the Investment constitutes less than 5% of the outstanding issue amount of such class of securities. 

  
 116 








 Notwithstanding the foregoing, any portfolio company that is an Affiliate of the Fund or a Fund
Affiliate shall not be considered an Affiliate of the Borrower or its Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business. 

Section 6.08 Business of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at
any time to any material respect in any business or business activity substantially different from any business or business activity conducted by any of them on the Closing Date or any Similar Business, and in the case of a Special Purpose
Securitization Subsidiary, Permitted Securitization Financings. 
 Section 6.09 Limitation on Payments and
Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) Amend or modify in any manner materially adverse to the Lenders when taken as a whole (as determined in good faith by
the Borrower), or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower)), the articles or
certificate of incorporation, by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of the Borrower or any of the Subsidiary Loan Parties. 

(b) (i) Make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property)
of, or in respect of, principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination in respect of any Junior Financing, except for: 
 (A)
Refinancings with any Indebtedness permitted to be incurred under Section 6.01; 
 (B) payments of
regularly-scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting
“applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then in effect, principal on the scheduled maturity date of any Junior Financing (or within 12
months thereof); 
 (C) payments or distributions in respect of all or any portion of the Junior Financing
with the proceeds contributed to the Borrower by Holdings from the issuance, sale or exchange by Holdings (or any Parent Entity) of Equity Interests that are not Disqualified Stock made within 18 months prior thereto; provided, that such
proceeds are not included in any determination of the Cumulative Credit; 
 (D) the conversion of any Junior
Financing to Equity Interests of the Borrower, Holdings or any Parent Entity; 
 (E) so long as no Event of
Default has occurred and is continuing, payments or distributions in respect of Junior Financings prior to any scheduled maturity made, in an aggregate amount, not to exceed a portion of the Cumulative Credit on the date of such election that the
Borrower elects to apply to this Section 6.09(b)(i)(E) in a written notice of a Responsible Officer thereof, which notice shall set forth calculations in reasonable detail of the amount of the Cumulative Credit immediately prior to such
election and the amount thereof elected to be so applied; 

  
 117 








 (F) other payments and distributions in an aggregate amount
(valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of $96,000,000 and 0.54 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period; 
 (G) other payments and distributions so long as, immediately after giving effect to such payment
or distribution on a Pro Forma Basis, the Net Total Leverage Ratio is not greater than 5.16 to 1.00; and 

(H) payments or distributions on or after the date of a Qualified IPO; or 

(ii) Amend or modify, or permit the amendment or modification of, any provision of any Junior Financing that
constitutes Material Indebtedness, or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are not materially adverse to Lenders when taken as a whole (as determined in good faith
by the Borrower) and that do not affect the subordination or payment provisions thereof (if any) in a manner adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower) or (B) otherwise comply with the definition
of “Permitted Refinancing Indebtedness”. 
 (c) Permit any Material Subsidiary to enter into any agreement or
instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the granting of Liens by
the Borrower or such Material Subsidiary that is a Loan Party pursuant to the Security Documents, in each case other than those arising under any Loan Document, except, in each case, restrictions existing by reason of: 

(A) restrictions imposed by applicable law; 

(B) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date
and set forth on Schedule 6.01, the First Lien Loan Documents, any Refinancing Notes or any agreements related to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that does not materially expand the scope of any such
encumbrance or restriction (as determined in good faith by the Borrower); 
 (C) any restriction on a Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; 

(D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into
in the ordinary course of business; 
 (E) any restrictions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness; 

(F) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01 or Permitted
Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of issuance (in each case as
determined in good faith by the Borrower); 

  
 118 








 (G) customary provisions contained in leases or licenses of Intellectual
Property and other similar agreements entered into in the ordinary course of business; 
 (H) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest; 
 (I) customary provisions restricting
assignment of any agreement entered into in the ordinary course of business; 
 (J) customary restrictions and conditions
contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition; 

(K) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a
Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09;

 (L) customary net worth provisions contained in Real Property leases entered into by Subsidiaries, so long as the
Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; 

(M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into
in contemplation of such person becoming a Subsidiary; 
 (N) restrictions in agreements representing Indebtedness
permitted under Section 6.01 of a Subsidiary of the Borrower that is not a Subsidiary Loan Party; 
 (O) customary
restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto; 

(P) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business; 
 (Q) restrictions contained in any Permitted Securitization Document with respect to any Special Purpose
Securitization Subsidiary; and 
 (R) any encumbrances or restrictions of the type referred to in
Section 6.09(c)(i) and 6.09(c)(ii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements to the contracts, instruments or
obligations referred to in clauses (A) through (Q) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in the good
faith judgment of the Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions as contemplated by such provisions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement. 

Section 6.10 Fiscal Year. In the case of the Borrower, permit any change to its fiscal year without prior notice
to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

  
 119 








 ARTICLE VIA 

Holdings Negative Covenants 

Holdings (prior to a Qualified IPO) hereby covenants and agrees with each Lender that, from and after the Closing Date and
until the Termination Date, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien other than Liens not prohibited by Section 6.02 on any of the Equity
Interests issued by the Borrower held by Holdings and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default has
occurred and is continuing or would result therefrom, Holdings may merge with any other person (and if it is not the survivor of such merger, the survivor shall assume Holdings’ obligations, as applicable, under the Loan Documents). 

ARTICLE VII 
 Events of
Default 
 Section 7.01 Events of Default. In case of the happening of any of the following events (each, an
“Event of Default”): 
 (a) any representation or warranty made or deemed made by the Borrower or any
Subsidiary Loan Party herein or in any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made and such false or
misleading representation or warranty (if curable) shall remain false or misleading for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; provided, that the failure of any representation or warranty made
or deemed made by any Loan Party (other than the representations and warranties referred to in Section 4.01(b)) to be true and correct in any material respect on the Closing Date will not constitute an Event of Default hereunder; 

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 
 (c)
default shall be made in the payment of any interest on any Loan or in the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and
payable, and such default shall continue unremedied for a period of five Business Days; 
 (d) default shall be made in the
due observance or performance by the Borrower of any covenant, condition or agreement contained in, Section 5.01(a), 5.05(a) or 5.08 or in Article VI; 

(e) default shall be made in the due observance or performance by Holdings (prior to a Qualified IPO) of Article VIA or by the
Borrower or any of the Subsidiary Loan Parties of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (b), (c) and (d) above) and such default shall continue unremedied for a
period of 30 days (or 60 days if such default results solely from the failure of a Subsidiary that is not a Loan Party to duly observe or perform any such covenant, condition or agreement) after notice thereof from the Administrative Agent to the
Borrower; 

  
 120 








 (f) (i) any event or condition occurs that (A) results in any Material
Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, in each case without such Material Indebtedness having been discharged, or any such event or
condition having been cured promptly; or (ii) the Borrower or any of the Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f) shall not apply
to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;
provided, further, that, with respect to the occurrence of any event or condition under any agreement governing Material First Lien Indebtedness, such event or condition shall only constitute a Default and an Event of Default under this Agreement if
(I) such event or condition results from the failure to pay principal at the stated final maturity of such Material First Lien Indebtedness or (II) the holders of such Material First Lien Indebtedness have caused the same to become due and
payable prior to its scheduled maturity; 
 (g) there shall have occurred a Change in Control; 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent
jurisdiction seeking (i) relief in respect of the Borrower or any of the Material Subsidiaries, or of a substantial part of the property or assets of the Borrower or any Material Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower
or any of the Material Subsidiaries or for a substantial part of the property or assets of the Borrower or any of the Material Subsidiaries or (iii) the winding-up or liquidation of the Borrower or any Material Subsidiary (except in a
transaction permitted hereunder); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or the filing of any petition described in clause (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any of the Material Subsidiaries or for a substantial part of the property or assets of the Borrower or any Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or admit in writing its inability or fail generally to pay its debts as they become due; 

(j) the failure by the Borrower or any Material Subsidiary to pay one or more final judgments aggregating in excess of
$72,000,000 (to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or
properties of the Borrower or any Material Subsidiary to enforce any such judgment; 

  
 121 








 (k) (i) an ERISA Event or ERISA Events shall have occurred, (ii) the
PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iii) the Borrower or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or (iv) the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or
Section 4975 of the Code) involving any Plan; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material
Adverse Effect; or 
 (l) (i) any Loan Document shall for any reason be asserted in writing by Holdings (prior to a
Qualified IPO of the Borrower), the Borrower or any Subsidiary Loan Party not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and to extend to assets
that constitute a material portion of the Collateral shall cease to be, or shall be asserted in writing by the Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected as or having the priority required by this
Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or
priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests of Foreign Subsidiaries or the application thereof, or from the failure of the Applicable Collateral Agent to maintain
possession of certificates actually delivered to it representing securities pledged under the Applicable Collateral Agreement or from the failure of the Collateral Agent to file Uniform Commercial Code continuation statements or take the actions
described on Schedule 3.04 and except to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) a material
portion of the Guarantees pursuant to the Security Documents by the Subsidiary Loan Parties guaranteeing the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by
any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations (other than in accordance with the terms thereof); provided, that no Event of Default shall occur under this Section 7.01(l) if the Loan
Parties cooperate with the Collateral Agent to replace or perfect such security interest and Lien, such security interest and Lien is replaced and the rights, powers and privileges of the Secured Parties are not materially adversely affected by such
replacement; 
 then, and in every such event (other than an event with respect to the Borrower described in clause (h)
or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or
different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in clause (h)
or (i) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall automatically become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding. 

  
 122 








 For purposes of clauses (h) and (i) of this Section 7.01, “Material
Subsidiary” shall mean any Subsidiary that would not be an Immaterial Subsidiary under clause (a) of the definition thereof. 

Section 7.02 Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any
amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower
under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower,
(ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment
of other Obligations then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (iv) last, the balance, if any, after all of the Obligations
have been paid in full, to the Borrower or as otherwise required by Requirements of Law. 
 ARTICLE VIII 

The Agents 

Section 8.01 Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent
as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the
Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent
by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each
of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere
in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. 

(b) In furtherance of the foregoing, each Lender hereby appoints and authorizes the Collateral Agent to act as the agent of
such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this
connection, the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for
exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and any such
Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. 

Section 8.02 Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their
respective duties under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) by or through agents, employees or attorneys-in-fact) and shall be entitled to
advice of counsel and other 

  
 123 








 
consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care. Each Agent may also from time to time, when it deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”)
with respect to all or any part of the Collateral; provided, that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Administrative
Agent or the Collateral Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by an Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. If any Subagent, or successor thereto, shall become incapable of acting,
resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent or the Collateral Agent until the appointment of a new
Subagent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects with reasonable care. 

Section 8.03 Exculpatory Provisions. None of the Agents, or their respective Affiliates or any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except
to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any
manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. No Agent shall have any duties or obligations except those expressly set forth herein and in the
other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (b) no
Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall 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 such Agent or any of its Affiliates in any capacity. The Agents shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the
Administrative Agent by the Borrower or a Lender. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default 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 the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
 124 








 Section 8.04 Reliance by Agents. Each 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) or
conversation believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each 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 any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such
condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to such Credit Event. Each Agent may consult with legal counsel (including counsel to Holdings or 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. Each Agent may deem and treat the Lender specified in the
Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 
 Section 8.05
Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless such Agent has received written notice from a Lender, Holdings or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided, that
unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders. 
 Section 8.06 Non-Reliance on Agents and Other
Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any
Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into the business, operations, property, financial and
other condition and creditworthiness of, the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any
Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports


  
 125 








 
and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. 

Section 8.07 Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate outstanding Term Loans and unused Commitments hereunder) (determined at the
time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the
payment of the Loans) be imposed on, incurred by or asserted against such Agent or in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross
negligence or willful misconduct. The failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its
obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender’s ratable share of such amount. The
agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder. 

Section 8.08 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits
from, and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 

Section 8.09 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and
Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have
the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such
Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee 

  
 126 








 
until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. 

Section 8.10 Arrangers, Syndication Agents and Documentation Agents. Notwithstanding any other provision of this
Agreement or any provision of any other Loan Document, each of the persons named on the cover page hereof as Joint Bookrunner, Arranger, Syndication Agent or Documentation Agent is named as such for recognition purposes only, and in its capacity as
such shall have no rights, duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document, except that each such person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them
in Section 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein). 

Section 8.11 Security Documents and Collateral Agent. The Lenders and the other Secured Parties authorize the
Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. 

The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any
further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Second Lien/Second Lien Intercreditor Agreement, the First
Lien/Second Lien Intercreditor Agreement, any other Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement, any Permitted Senior Intercreditor Agreement or any other intercreditor agreement with the
collateral agent or other representatives of the holders of Indebtedness that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and to subject the Liens on the Collateral
securing the Obligations to the provisions thereof (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent may rely exclusively on a
certificate of a Responsible Officer of the Borrower as to whether any such other Liens are not prohibited and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the
other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any
Indebtedness not prohibited by Section 6.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the
Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by
clauses (c), (i), (j) and (aa) of Section 6.02 or Section 6.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which
such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any
such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request
pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that
(A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09(c). 

  
 127 








 Section 8.12 Right to Realize on Collateral and Enforce Guarantees.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of
whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding. 
 Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it
being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the
Security Documents may be exercised solely by the Collateral Agent, and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any
Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective
individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition. 

Section 8.13 Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did
not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of
a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any
applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, fines, additions to Tax and
interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out-of-pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 8.13. 

  
 128 








 ARTICLE IX 

Miscellaneous 

Section 9.01 Notices; Communications. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in Section 9.01(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopier or other electronic means as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to any Loan Party or the Administrative Agent to the address, telecopier number, electronic mail address
or telephone number specified for such person on Schedule 9.01; and 
 (ii) if to any other
Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 

(b) Notices and other communications to the Lenders 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 pursuant to Article II if such Lender has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. 

(c) 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 9.01(b) above shall be effective as provided in such Section 9.01(b). 

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the
other parties hereto. 
 (e) Documents required to be delivered pursuant to Section 5.04 (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that (A) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the 

  
 129 








 
Administrative Agent or such Lender, and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents. 
 Section 9.02 Survival of Agreement. All covenants, agreements,
representations and warranties made by the Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents, regardless of any investigation made by such persons or on their behalf, and shall
continue in full force and effect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16,
2.17 and 9.05) shall survive the Termination Date. 
 Section 9.03 Binding Effect. This Agreement shall become
effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, the Administrative Agent and each Lender and their respective permitted successors and assigns. 

Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) except as permitted by Section 6.05, the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section 9.04. 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 clause (c) of this Section 9.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement or the other Loan Documents. 
 (b) (i) Subject to the conditions set forth in subclause
(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 
 (A)
the Borrower, which consent will be deemed to have been given if the Borrower has not responded within 10 Business Days after the delivery of any request for such consent; provided, that no consent of the Borrower shall be required for an
assignment of a Term B Loan to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or in the case of assignments during the primary syndication of the Commitments and Loans to persons identified to and agreed by the Borrower in
writing prior to the Closing Date, in each case, if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing, any other person; and 

(B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required
for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, the Borrower or an Affiliate of the Borrower made in accordance with Section 9.04(i) or Section 9.21. 

  
 130 








 (ii) Assignments shall be subject to the following additional
conditions: 
 (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of Term Loans, unless each of the Borrower
and the Administrative Agent otherwise consent; provided, that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated
as one assignment), if any; 
 (B) the parties to each assignment shall (1) execute and deliver to the
Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an
Assignment and Acceptance, in each case together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the reasonable discretion of the Administrative Agent); 

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and 
 (D) the
Assignee shall not be the Borrower or any of the Borrower’s Affiliates or Subsidiaries except in accordance with Section 9.04(i) or Section 9.21. 

For the purposes of this Section 9.04, “Approved Fund” shall mean any person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this
Agreement to (A) any Ineligible Institution, (B) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (B), or
(C) a natural person. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is an
Ineligible Institution and the Administrative Agent shall have no liability with respect to any assignment made to an Ineligible Institution. Any assigning Lender shall, in connection with any potential assignment, provide to the Borrower a copy of
its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default under Section 7.01(b), (c), (h) or (i) has
occurred and is continuing. 
 (iii) Subject to acceptance and recording thereof pursuant to subclause
(v) below, from and after the effective date specified in each Assignment and Acceptance the 

  
 131 








 
Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.15, 2.16, 2.17 and 9.05 (subject to the limitations and requirements of
those Sections)); provided, that an Assignee shall not be entitled to receive any greater payment pursuant to Section 2.17 than the applicable Assignor would have been entitled to receive had no such assignment occurred. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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 clause (d) of this Section 9.04 (except to the extent such participation is not permitted by such clause (d) of this Section 9.04, in which case such assignment or transfer shall be null and void). 

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in clause (b) of this Section, if applicable, and any written consent to such assignment required by clause (b) of this Section and any applicable tax forms, the Administrative Agent shall accept such Assignment and Acceptance and
promptly record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
subclause (v). 
 (c) [Reserved]. 

(d) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations in Loans to
one or more banks or other entities other than (I) any Ineligible Institution (to the extent that the list of Ineligible Institutions has been made available to all Lenders) or (II) any Defaulting Lender or any of its Subsidiaries, or any
person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (II) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall 

  
 132 








 
retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents;
provided, that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that both (1) requires the consent of each Lender directly affected
thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso to Section 9.08(b) and (2) directly affects such Participant (but, for the avoidance of doubt, not any waiver of any Default or Event of Default) and
(y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to clause (d)(iii) of this Section 9.04, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of those Sections and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to clause (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided, that such Participant shall be subject to
Section 2.18(c) as though it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Participant
or potential Participant is an Ineligible Institution and the Administrative Agent shall have no liability with respect to any participation made to an Ineligible Institution. 

(ii) 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 interest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the
“Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto 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. Without limitation of the requirements of Section 9.04(d), no Lender shall have any obligation to disclose all or any portion of a Participant Register
to any person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under any Loan Document), except to the extent that such disclosure is
necessary to establish that such Commitment, Loan or other Loan Obligation is in registered form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (iii) A
Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent, which consent shall state that it is being given pursuant to this Section 9.04(d)(iii); provided, that each potential Participant shall provide
such information as is reasonably requested by the Borrower in order for the Borrower to determine whether to provide its consent. 

(e) 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 and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or
securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

  
 133 








 (f) The Borrower, upon receipt of written notice from the relevant Lender, agrees
to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in clause (e) above. 

(g) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its
designating Lender without the consent of the Borrower or the Administrative Agent. Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other person
in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto and each Loan Party for any loss, cost, damage or
expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. 

(h) If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms, it shall
have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be
replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if
applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as
would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to
Section 9.05(b). By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance
attached hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this clause (h) are intended to facilitate the maintenance of the perfection and priority of
existing security interests in the Collateral during any such replacement. 
 (i) Notwithstanding anything to the contrary
in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (i) or (j) of this Section 9.04), any of Holdings or its Subsidiaries, including the Borrower, may purchase by way of
assignment and become an Assignee with respect to Term Loans at any time and from time to time from Lenders in accordance with Section 9.04(b) hereof (each, a “Permitted Loan Purchase”); provided, that, in respect of any
Permitted Loan Purchase, (A) [reserved], (B) upon consummation of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately cancelled and extinguished in accordance with
Section 9.04(j), (C) in connection with any such Permitted Loan Purchase, any of Holdings or its Subsidiaries, including the Borrower and such Lender that is the assignor (an “Assignor”) shall execute and deliver to the
Administrative Agent a Permitted Loan Purchase Assignment and Acceptance (and for the avoidance of doubt, (x) shall make the representations and warranties set forth in the Permitted Loan Purchase Assignment and Acceptance and (y) shall
not be required to execute and deliver an Assignment and Acceptance pursuant to Section 9.04(b)(ii)(B)) and shall otherwise comply with the conditions to assignments under this Section 9.04 and (D) no Default or Event of Default would
exist immediately after giving effect on a Pro Forma Basis to such Permitted Loan Purchase. 

  
 134 








 (j) Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed
to be an automatic and immediate cancellation and extinguishment of such Term Loans and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Administrative Agent that the Register be updated to record such event as if it
were a prepayment of such Loans. 
 (k) In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all
payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans; provided
that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Section 9.05 Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented
out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in
connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the
Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the
Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made, including the fees, charges and disbursements of a single counsel for all such
persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict
informs the Borrower of such conflict and thereafter retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another firm of such for such affected person). 

(b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Joint Bookrunners,
each Lender, each Syndication Agent, each Documentation Agent, each of their respective Affiliates, successors and assignors, and each of their respective directors, officers, employees, agents, trustees, advisors and members (each such person being
called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs and related expenses, including reasonable
counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate
jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel with
the Borrower’s prior written consent (not to be unreasonably withheld), of another 

  
 135 








 
firm of counsel for such affected Indemnitee)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of
this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the
other transactions contemplated hereby, (ii) the use of the proceeds of the Loans, (iii) any violation of or liability under Environmental Laws by the Borrower or any Subsidiary, (iv) any actual or alleged presence, Release or
threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary or (v) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries or Affiliates; 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 final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross
negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by a
court of competent jurisdiction in a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its
Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent or an Arranger in its capacity as such). None of the Indemnitees (or
any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or
punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount
requested. 
 (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be
duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which
shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15. 
 (d) To the
fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waive, 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 the use of the proceeds
thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed 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. 

  
 136 








 (e) The agreements in this Section 9.05 shall survive the resignation of the
Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. 

Section 9.06 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by
such to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this
Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in
the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 9.06 are in addition to other rights
and remedies (including other rights of set-off) that such Lender may have. 
 Section 9.07 Applicable Law. THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY
SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

Section 9.08 Waivers; Amendment. (a) No failure or delay of the Administrative Agent or any Lender in
exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective
unless the same shall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party
in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. 

  
 137 








 (b) Neither this Agreement nor any other Loan Document nor any provision hereof
or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings (prior to a Qualified IPO), the
Borrower and the Required Lenders (or, in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than the Required Lenders), and (z) in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: 

(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of
interest on, any Loan, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required
hereunder to make such modification); provided, that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i), 

(ii) increase or extend the Commitment of any Lender, or decrease the Fees of any Lender without the prior
written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii), 

(iii) extend any date on which payment of interest on any Loan or any Fees is due, without the prior written
consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), 

(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro
rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only
consent required hereunder to make such modification), 
 (v) amend or modify the provisions of this
Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), 

(vi) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan
Parties from their respective Guarantees under the Subsidiary Guarantee Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a
transaction permitted by this Agreement, without the prior written consent of each Lender other than a Defaulting Lender; 

(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of
payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that
the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); 

  
 138 








 provided, further, that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender. 

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected 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. 

(c) Without the consent of any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion,
or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of
any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other Second Liens in the benefit of the Security Documents in connection with the incurrence of any
Other First Second Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement
or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. 
 (d) Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower (a) to permit additional extensions of
credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued
interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders. 

(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent
of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments in a manner consistent with Section 2.21, including, with respect to Other
Term Loans, as may be necessary to establish such Incremental Term Loan Commitments as a separate Class or tranche from the existing Term Loan Commitments and, in the case of Extended Term Loans, to reduce the amortization schedule of the related
existing Class of Term Loans proportionately, (B) to integrate any Other Second Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) in connection with a Permitted Change in Control. 

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to
ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans 

  
 139 








 
outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class
Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each
Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such
assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date
plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date. 

(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating
thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the
Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the
same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that
the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case
such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that
such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of
the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations. 

Section 9.09 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the
applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance
with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender, shall be limited to the Maximum Rate; provided, that such excess amount shall be paid to such Lender on subsequent payment dates to the
extent not exceeding the legal limitation. 
 Section 9.10 Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates
with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties
hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. 

Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT 

  
 140 








 
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11. 
 Section 9.12 Severability. In the event any one or more of the provisions contained in
this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions. 
 Section 9.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by
facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. 

Section 9.14 Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

Section 9.15 Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party
irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral
Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than 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, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such
courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such 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, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other
Loan Document shall affect any right that the Administrative Agent or any 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. 
 (b) Each of the parties hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in
any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. 

  
 141 








 Section 9.16 Confidentiality. Each of the Lenders and each of the
Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, any Parent Entity, the Borrower or any Subsidiary (other than
information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender or such Agent without violating this Section 9.16 or
(c) was available to such Lender or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, any Parent Entity, the Borrower or any other Loan Party) and shall not reveal the same
other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long
as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental
Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review
procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, Inc., (C) to its parent companies,
Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding,
(E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16) and (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16). 

Section 9.17 Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arrangers will make available to the Lenders and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (or, if Holdings is not at the time a public
reporting company, material information of a type that would not reasonably be expected to be publicly available if Holdings was a public reporting company) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective
securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that
(i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as solely containing information that is either (A) publicly available
information or (B) not material (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws
(provided, however, 

  
 142 








 
that such Borrower Materials shall be treated as set forth in Section 9.16, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 

Section 9.18 Release of Liens and Guarantees. 

(a) The Lenders and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the
Loan Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii) upon the Disposition of such Collateral by any Loan Party to a person
that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request
without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided
to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be
required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Guarantee in
accordance with the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry),
(vi) as provided in Section 8.11 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), and (vii) as required by the
Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or
any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue
to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. 

(b) In addition, (i) the Lenders and the other Secured Parties hereby irrevocably agree that the Guarantors shall be
automatically released from the Guarantees upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary Loan Party or otherwise becoming an Excluded Subsidiary (and the Collateral
Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ii) immediately prior to the consummation of a Qualified IPO of the Borrower, the Holdings
Guarantee Agreement shall automatically terminate and Holdings shall be released from its obligations thereunder (unless the Borrower shall elect in its sole discretion that such release of Holdings shall not be effected) and (iii) immediately
prior to the consummation of a Qualified IPO of the Borrower or Holdings, the Parent Guarantee Agreement shall automatically terminate and Parent Holdco shall be released from its obligations thereunder (unless the Borrower shall elect in its sole
discretion that such release of Parent Holdco shall not be effected). 
 (c) The Lenders and the other Secured Parties
hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any


  
 143 








 
Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or any other Secured Party. Any representation,
warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be made. In connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and
the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense in connection with the
release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such
certifications as the Administrative Agent shall reasonably request. 
 (d) Notwithstanding anything to the contrary
contained herein or any other Loan Document, on the Termination Date, upon request of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such
actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any contingent indemnification obligations or expense
reimbursement claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. Any
such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer
for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interest in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d).

 Section 9.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to
convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other person who may be entitled thereto under applicable law). 

Section 9.20 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 

  
 144 








 
the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name
and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. 

Section 9.21 Affiliate Lenders. 

(a) Each Lender who is an Affiliate of the Borrower, excluding (x) Holdings, the Borrower and their respective
Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrower, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund
Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21), in connection with any (i) consent (or decision not to consent) to any
amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, the Collateral
Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action (1) described in
clauses (i), (ii), (iii) or (iv) of the first proviso of Section 9.08(b) or (2) that adversely affects such Affiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as compared to other Lenders,
such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender hereby
irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate
Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a). 

(b) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (1) attend
(including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (2) receive any information or material prepared by
Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, (3) make or
bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or
obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents or (4) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the aggregate would own Term
Loans with an aggregate principal amount in excess of 30% of the aggregate principal amount of all Term Loans then outstanding. It shall be a condition precedent to each assignment to an Affiliate Lender that such Affiliate Lender shall have
(x) represented to the assigning Lender in the applicable Assignment and Acceptance, and notified the Administrative Agent, that it is (or will be, following the consummation of such assignment) an Affiliate Lender and that the aggregate amount
of Term Loans held by it giving effect to such assignments shall not exceed the amount permitted by clause (d) of the preceding sentence and (y) represented in the applicable Assignment and Acceptance that it is not in possession of
material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, the Borrower, its Subsidiaries or their respective securities (or, if Holdings is not at the time a public reporting
company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public reporting company) that (A) has not been disclosed to the assigning Lender or


  
 145 








 
the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to Holdings, the Borrower or its Subsidiaries) and (B) could
reasonably be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision make such assignment. 

Section 9.22 Agency of the Borrower for the Loan Parties. Each of the other Loan Parties hereby appoints the
Borrower as its agent for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and therein
and all modifications hereto and thereto. 
 [Signature Pages Follow] 

  
 146 








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

					
	 HB HOLDINGS, LLC

		
	 By:
	 	     /s/ Michael Cramer

		 	 Name:
	 	 Michael Cramer

		 	 Title:
	 	Vice President, Chief Administrative Officer and Assistant Corporate Secretary
	
	 HOSTESS BRANDS, LLC

		
	 By:
	 	     /s/ Michael Cramer

		 	 Name:
	 	 Michael Cramer

		 	 Title:
	 	Vice President, Chief Administrative Officer and Assistant Corporate Secretary



  
 [Signature Page to Second
Lien Credit Agreement] 








 
					
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent and as a
Lender

		
	 By:
	 	     /s/ Robert Hetu

		 	 Name:
	 	 Robert Hetu

		 	 Title:
	 	 Authorized Signatory

		
	 By:
	 	     /s/ Karim Rahimtoola

		 	 Name:
	 	 Karim Rahimtoola

		 	 Title:
	 	 Authorized Signatory




  
 [Signature Page to Second
Lien Credit Agreement]