EX-10.1



 Exhibit 10.1 
  

 
  

Published CUSIP: 45113HAA9 
 CREDIT
AGREEMENT 
 Dated as of August 11, 2015 

Among 
 ICHOR HOLDINGS, LLC 

ICHOR SYSTEMS, INC. 
 and 

PRECISION FLOW TECHNOLOGIES, INC. 

as the Borrowers, 
 The Other Loan
Parties Party Hereto, 
 BANK OF AMERICA, N.A., 

as Administrative Agent, Swing Line Lender and 

L/C Issuer, 
 and 

The Other Lenders Party Hereto 

Arranged By: 
 MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED 
 SUNTRUST ROBINSON HUMPHREY, INC., 

as Joint Lead Arrangers and Joint Bookrunners 







 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
		
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	  	 	1	  
			
	 1.01
	 	 Defined Terms
	  	 	1	  
	 1.02
	 	 Other Interpretive Provisions
	  	 	45	  
	 1.03
	 	 Accounting Terms
	  	 	46	  
	 1.04
	 	 Rounding
	  	 	47	  
	 1.05
	 	 Times of Day; Rates
	  	 	47	  
	 1.06
	 	 Letter of Credit Amounts
	  	 	47	  
	 1.07
	 	 Currency Equivalents Generally
	  	 	47	  
	 1.08
	 	 Accounting for Acquisitions and Dispositions
	  	 	48	  
		
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	  	 	49	  
			
	 2.01
	 	 The Loans
	  	 	49	  
	 2.02
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	50	  
	 2.03
	 	 Letters of Credit
	  	 	51	  
	 2.04
	 	 Swing Line Loans
	  	 	60	  
	 2.05
	 	 Prepayments
	  	 	63	  
	 2.06
	 	 Termination or Reduction of Commitments
	  	 	67	  
	 2.07
	 	 Repayment of Loans
	  	 	68	  
	 2.08
	 	 Interest
	  	 	69	  
	 2.09
	 	 Fees
	  	 	70	  
	 2.10
	 	 Computation of Interest and Fees
	  	 	71	  
	 2.11
	 	 Evidence of Debt
	  	 	71	  
	 2.12
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	71	  
	 2.13
	 	 Sharing of Payments by Lenders
	  	 	73	  
	 2.14
	 	 Extensions of Term Loans and Revolving Credit Commitments
	  	 	74	  
	 2.15
	 	 Increase in Commitments
	  	 	77	  
	 2.16
	 	 Cash Collateral
	  	 	80	  
	 2.17
	 	 Defaulting Lenders
	  	 	81	  
	 2.18
	 	 Joint and Several
	  	 	84	  
	 2.19
	 	 Borrower Representative
	  	 	84	  
	 2.20
	 	 Designated Lenders
	  	 	85	  
		
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	85	  
			
	 3.01
	 	 Taxes
	  	 	85	  
	 3.02
	 	 Illegality; Designated Lenders
	  	 	91	  
	 3.03
	 	 Inability to Determine Rates
	  	 	92	  
	 3.04
	 	 Increased Costs; Reserves on Eurodollar Rate Loans
	  	 	92	  
	 3.05
	 	 Compensation for Losses
	  	 	94	  
	 3.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	95	  
	 3.07
	 	 Survival
	  	 	95	  


  
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	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	95	  
			
	 4.01
	 	 Conditions of Initial Credit Extension
	  	 	95	  
	 4.02
	 	 Conditions to All Credit Extensions
	  	 	99	  
		
	ARTICLE V REPRESENTATIONS AND WARRANTIES	  	 	100	  
			
	 5.01
	 	 Existence, Qualification and Power
	  	 	100	  
	 5.02
	 	 Authorization; No Contravention
	  	 	100	  
	 5.03
	 	 Governmental Authorization; Other Consents
	  	 	100	  
	 5.04
	 	 Binding Effect
	  	 	101	  
	 5.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	101	  
	 5.06
	 	 Litigation
	  	 	102	  
	 5.07
	 	 No Default
	  	 	102	  
	 5.08
	 	 Ownership of Property
	  	 	102	  
	 5.09
	 	 Environmental Compliance
	  	 	102	  
	 5.10
	 	 Insurance
	  	 	103	  
	 5.11
	 	 Taxes
	  	 	103	  
	 5.12
	 	 ERISA Compliance
	  	 	104	  
	 5.13
	 	 Subsidiaries; Equity Interests; Loan Parties
	  	 	105	  
	 5.14
	 	 Margin Regulations; Investment Company Act
	  	 	105	  
	 5.15
	 	 Disclosure
	  	 	105	  
	 5.16
	 	 Compliance with Laws
	  	 	106	  
	 5.17
	 	 Intellectual Property; Licenses, Etc.
	  	 	106	  
	 5.18
	 	 Solvency
	  	 	106	  
	 5.19
	 	 Casualty, Etc
	  	 	106	  
	 5.20
	 	 Labor Matters
	  	 	106	  
	 5.21
	 	 Works Council
	  	 	106	  
	 5.22
	 	 OFAC; Sanction Concerns
	  	 	107	  
	 5.23
	 	 Anti-Corruption Laws
	  	 	107	  
		
	ARTICLE VI AFFIRMATIVE COVENANTS	  	 	107	  
			
	 6.01
	 	 Financial Statements
	  	 	107	  
	 6.02
	 	 Certificates; Other Information
	  	 	108	  
	 6.03
	 	 Notices
	  	 	111	  
	 6.04
	 	 Payment of Tax Obligations
	  	 	111	  
	 6.05
	 	 Preservation of Existence, Etc.
	  	 	111	  
	 6.06
	 	 Maintenance of Properties
	  	 	112	  
	 6.07
	 	 Maintenance of Insurance
	  	 	112	  
	 6.08
	 	 Compliance with Laws
	  	 	112	  
	 6.09
	 	 Books and Records
	  	 	112	  
	 6.10
	 	 Inspection Rights
	  	 	112	  
	 6.11
	 	 Use of Proceeds
	  	 	113	  
	 6.12
	 	 Covenant to Guarantee Obligations and Give Security
	  	 	113	  
	 6.13
	 	 Compliance with Environmental Laws
	  	 	116	  
	 6.14
	 	 [Intentionally Omitted]
	  	 	116	  


  
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	 6.15
	 	 Further Assurances
	  	 	116	  
	 6.16
	 	 [Intentionally Omitted]
	  	 	117	  
	 6.17
	 	 [Intentionally Omitted]
	  	 	117	  
	 6.18
	 	 Information Regarding Collateral
	  	 	117	  
	 6.19
	 	 [Intentionally Omitted]
	  	 	117	  
	 6.20
	 	 Cash Collateral Accounts
	  	 	117	  
	 6.21
	 	 Deposit Accounts
	  	 	117	  
	 6.22
	 	 Anti-Corruption Laws and Sanctions
	  	 	117	  
	 6.23
	 	 Centre of Main Interest and Establishments
	  	 	117	  
	 6.24
	 	 Post-Closing Matters
	  	 	118	  
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	118	  
			
	 7.01
	 	 Liens
	  	 	118	  
	 7.02
	 	 Indebtedness
	  	 	120	  
	 7.03
	 	 Investments
	  	 	122	  
	 7.04
	 	 Fundamental Changes
	  	 	125	  
	 7.05
	 	 Dispositions
	  	 	126	  
	 7.06
	 	 Restricted Payments
	  	 	127	  
	 7.07
	 	 Change in Nature of Business
	  	 	129	  
	 7.08
	 	 Transactions with Affiliates
	  	 	129	  
	 7.09
	 	 Burdensome Agreements
	  	 	130	  
	 7.10
	 	 Use of Proceeds
	  	 	132	  
	 7.11
	 	 Financial Covenants
	  	 	132	  
	 7.12
	 	 Sanctions
	  	 	133	  
	 7.13
	 	 Amendments of Organization Documents
	  	 	133	  
	 7.14
	 	 Accounting Changes
	  	 	133	  
	 7.15
	 	 Prepayments, Etc.
	  	 	133	  
	 7.16
	 	 Anti-Corruption Laws
	  	 	133	  
	 7.17
	 	 Holding Companies
	  	 	134	  
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	134	  
			
	 8.01
	 	 Events of Default
	  	 	134	  
	 8.02
	 	 Remedies upon Event of Default
	  	 	137	  
	 8.03
	 	 Application of Funds
	  	 	137	  
	 8.04
	 	 Equity Cure
	  	 	138	  
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	139	  
			
	 9.01
	 	 Appointment and Authority
	  	 	139	  
	 9.02
	 	 Rights as a Lender
	  	 	140	  
	 9.03
	 	 Exculpatory Provisions
	  	 	140	  
	 9.04
	 	 Reliance by Administrative Agent
	  	 	141	  
	 9.05
	 	 Delegation of Duties
	  	 	142	  
	 9.06
	 	 Resignation of Administrative Agent
	  	 	142	  
	 9.07
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	144	  


  
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	 9.08
	 	 No Other Duties, Etc.
	  	 	144	  
	 9.09
	 	 Administrative Agent May File Proofs of Claim; Credit Bidding
	  	 	144	  
	 9.10
	 	 Collateral and Guaranty Matters
	  	 	146	  
	 9.11
	 	 Secured Cash Management Agreements and Secured Hedge Agreements
	  	 	147	  
	 9.12
	 	 Parallel Debt
	  	 	147	  
		
	ARTICLE X CONTINUING GUARANTY 	  	 	148	  
			
	 10.01
	 	 Guaranty
	  	 	148	  
	 10.02
	 	 Rights of Lenders
	  	 	148	  
	 10.03
	 	 Certain Waivers
	  	 	149	  
	 10.04
	 	 Obligations Independent
	  	 	149	  
	 10.05
	 	 Subrogation
	  	 	149	  
	 10.06
	 	 Termination; Reinstatement
	  	 	150	  
	 10.07
	 	 Subordination
	  	 	150	  
	 10.08
	 	 Stay of Acceleration
	  	 	150	  
	 10.09
	 	 Condition of Borrowers
	  	 	150	  
	 10.10
	 	 Additional Guarantor Waivers and Agreements
	  	 	150	  
	 10.11
	 	 Keepwell
	  	 	151	  
		
	ARTICLE XI MISCELLANEOUS 	  	 	152	  
			
	 11.01
	 	 Amendments, Etc.
	  	 	152	  
	 11.02
	 	 Notices; Effectiveness; Electronic Communications
	  	 	154	  
	 11.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	156	  
	 11.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	157	  
	 11.05
	 	 Payments Set Aside
	  	 	159	  
	 11.06
	 	 Successors and Assigns
	  	 	159	  
	 11.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	166	  
	 11.08
	 	 Right of Setoff
	  	 	167	  
	 11.09
	 	 Interest Rate Limitation
	  	 	168	  
	 11.10
	 	 Counterparts; Integration; Effectiveness
	  	 	168	  
	 11.11
	 	 Survival of Representations and Warranties
	  	 	168	  
	 11.12
	 	 Severability
	  	 	168	  
	 11.13
	 	 Replacement of Lenders
	  	 	169	  
	 11.14
	 	 Governing Law; Jurisdiction; Etc.
	  	 	169	  
	 11.15
	 	 Waiver of Jury Trial
	  	 	171	  
	 11.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	171	  
	 11.17
	 	 Electronic Execution
	  	 	172	  
	 11.18
	 	 USA PATRIOT Act
	  	 	172	  
	 11.19
	 	 Dutch Loan Party Representation
	  	 	173	  
	 11.20
	 	 Judgment Currency
	  	 	173	  
	 11.20
	 	 Entire Agreement
	  	 	173	  


  
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 SCHEDULES 
  

					
		 	1.01	  	Guarantors
	        	 	2.01	  	Commitments and Applicable Percentages
		 	5.03	  	Certain Authorizations
		 	5.06	  	Litigation
		 	5.08	  	Real Property
		 	5.09	  	Environmental Matters
		 	5.12(d)	  	ERISA
		 	5.13	  	Subsidiaries and Other Equity Investments; Loan Parties
		 	5.17	  	Intellectual Property Matters
		 	6.24	  	Post-Closing Matters
		 	7.01(b)	  	Existing Liens
		 	7.02	  	Existing Indebtedness
		 	7.03(f)	  	Existing Investments
		 	7.09	  	Burdensome Agreements
		 	11.02	  	Administrative Agent’s Office, Certain Addresses for Notices

 EXHIBITS 

Form of 
  

					
		 	A	  	Committed Loan Notice
		 	B	  	Swing Line Loan Notice
		 	C-1	  	Term Loan Note
	        	 	C-2	  	Revolving Credit Note
		 	D	  	Compliance Certificate
		 	E	  	Assignment and Assumption
		 	F	  	Administrative Questionnaire
		 	G	  	Security and Pledge Agreement
		 	H	  	Perfection Certificate
		 	I	  	Solvency Certificate
		 	J	  	Tax Compliance Certificates
		 	K	  	Notice of Loan Prepayment


  
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 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of August 11, 2015, among Ichor Holdings, LLC, a Delaware limited liability company
(“Ichor Holdings”), Ichor Systems, Inc., a Delaware corporation (“Ichor Systems”) and Precision Flow Technologies, Inc., a New York corporation (“Precision Flow, and, together with Ichor Holdings and
Ichor Systems, the “Borrowers”), the other Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 PRELIMINARY STATEMENTS: 

The Borrowers have requested that the Lenders provide a Term A loan facility and a revolving credit facility, and the Lenders have indicated
their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. 

Each Loan Party which is or which hereafter becomes a party hereto as a Borrower or a Guarantor is or will be affiliated, is or will be
engaged in related businesses, and will derive substantial direct and indirect benefit from extensions of credit to the Borrowers guaranteed by such Loan Parties under this Agreement. 

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

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below: 
 “Accrued DP Interest” means the interest accruing and payable on the portion of the DP Amounts that have
not been paid. 
 “Act” has the meaning specified in Section 11.18. 

“Additional Credit Extension Amendment” means an amendment to this Agreement (which may be in the form of an amendment and
restatement), including an Increase Joinder, in form reasonably satisfactory to the Administrative Agent providing for Incremental Term Loans, Extended Term Loans or Extended Revolving Credit Commitments in accordance with the terms of this
Agreement. 
 “Administrative Agent” means Bank of America (or any of its designated branch offices or affiliates) in its
capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 

  
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 “Administrative Agent’s Office” means the Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F or any
other form approved by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, another Person that
directly, or indirectly through one (1) or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Fee Letter” means the letter agreement, dated August 11, 2015, among the Borrowers, the Administrative Agent and
MLPFS. 
 “Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement. 

“Applicable Fee Rate” means, at any time, in respect of the Revolving Credit Facility, 0.50% per annum. 

“Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the
percentage (carried out to the ninth (9th) decimal place) of the Term A Facility represented by (i) on or prior to the Closing Date, such Term A Lender’s Term A Commitment at such time, subject to adjustment as provided in
Section 2.17, and (ii) thereafter, the principal amount of such Term A Lender’s Term A Loans at such time and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the
percentage (carried out to the ninth (9th) decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in
Section 2.17. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the
Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect
of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
 “Applicable
Rate” means 3.00% per annum for Base Rate Loans and 4.00% per annum for Eurodollar Rate Loans and Letter of Credit Fees. 

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit
Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time. 

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

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means MLPFS and
SunTrust Robinson Humphrey, Inc., each in its capacity as joint lead arranger and joint bookrunner. 
 “Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent (such
acceptance not to be unreasonably withheld, conditioned or delayed), in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative
Agent. 
 “Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments
under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a
Capitalized Lease and (c) all Synthetic Debt of such Person. 
 “Audited Financial Statements” means the audited
consolidated balance sheet of the Holdings and its Subsidiaries for the fiscal year ended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the
Holdings and its Subsidiaries, including the notes thereto. 
 “Auto-Extension Letter of Credit” has the meaning specified
in Section 2.03(b)(ii). 
 “Availability Period” means in respect of the Revolving Credit Facility, the period
from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date
of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 

“Bank of America” means Bank of America, N.A. and its successors. 

  
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 “Base Rate” means for any day a fluctuating rate per annum equal to the highest
of (a) the Federal Funds Rate plus one-half (1/2) of 1% (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurodollar Rate
plus 1.00%; and if the Base Rate shall be less than zero (0), such rate shall be deemed zero (0) for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank
of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
 “Base
Rate Loan” means a Revolving Credit Loan or a Term A Loan that bears interest based on the Base Rate. 

“Borrowers” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrower Representative” has the meaning specified in Section 2.06. 

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

 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to
close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. 

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase price of equipment that is purchased within one hundred eighty
(180) days after the trade-in of existing equipment or with insurance proceeds, indemnity payments, condemnation awards (for payment in lieu thereof) or damage recovery proceeds shall be included in Capital Expenditures only to the extent of
the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, indemnity payments, condemnation awards (or payment in
lieu thereof) or damage recovery proceeds, as the case may be. Notwithstanding the foregoing, “Capital Expenditures” shall not include any expenditure (i) made by the Holdings or any Subsidiary of the consideration for a Permitted
Acquisition, (ii) made by Holdings or any Subsidiary to effect leasehold improvements to any property leased by such Person as lessee, to the extent that such expenses have been reimbursed in cash by the landlord which is not a Loan Party or
Subsidiary thereof, (iii) actually paid for by a third party (excluding any Loan Party) and for which no Loan Party or Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or monetary
obligation to such third party or any other Person (whether before, during or after such period), and (iv) made with the cash proceeds from the sale or issuance of any common Equity Interests of Holdings (excluding any proceeds of a Specified
Equity Contribution). 

  
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 “Capitalized Leases” means all leases that have been or should be, in accordance
with GAAP, recorded as capitalized leases. 
 “Cash Collateral Account” means a blocked, non-interest bearing deposit
account of one (1) or more of the Loan Parties at Bank of America (or another commercial bank selected in compliance with Section 6.20) in the name of the Administrative Agent and under the sole dominion and control of the
Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent. 
 “Cash
Collateralize” means to deposit in a Cash Collateral Account, pledge and deposit with or deliver to the Administrative Agent, for the benefit of one (1) or more of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as
collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent,
the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing
Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any of its
Subsidiaries free and clear of all Liens (other than Permitted Liens): 
 (a) readily marketable obligations issued or directly and fully
guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof; provided that the full faith and credit of the United
States of America is pledged in support thereof; 
 (b) time deposits with, or insured certificates of deposit or bankers’ acceptances
of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company
organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause
(c) of this definition and (iii) has combined capital and surplus of at least $ 250,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; 

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least
“Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition
thereof; 
 (d) Investments, classified in accordance with GAAP as current assets of Holdings or any of its Subsidiaries, in money market
investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; 

  
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 (e) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; 

(f) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing
authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; 
 (g) securities with maturities
of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; 

(h) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (g) of
this definition; and 
 (i) solely in the case of a Subsidiary of Holdings organized outside the laws of the United States of America or any
state thereof, instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency that is the local foreign currency of such Foreign Subsidiary comparable in tenor and in
credit quality to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by such Subsidiary
organized in such jurisdiction. 
 “Cash Management Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 

“Cash Management Bank” means any Person that is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement. 
 “Casualty/Condemnation Receipt” means any cash received by or paid to or for the account of any
Person comprised of proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and payments in lieu thereof). 

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980. 

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the
U.S. Environmental Protection Agency. 
 “CFC” means a Subsidiary of Ichor Holdings that is a controlled foreign
corporation (as that term is defined in Section 957 of the Code). 

  
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 “CFC Holdco” means any Subsidiary of Ichor Holdings, substantially all of the
assets of which consist of Equity Interests of one (1) or more controlled foreign corporations (as that term is defined in Section 957 of the Code) if such Subsidiary has no material liabilities and has not guaranteed any Indebtedness of
any Loan Party. For the avoidance of doubt, any Subsidiary that is a CFC shall not be deemed to be a CFC Holdco. 
 “Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation guidance notes or treaty, (b) any change in any law, rule, regulation or treaty
or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any
Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Change of Control” means an event or series of events by which: 

(a) prior to a Qualified IPO, Francisco Partners shall cease to own and control legally and beneficially, either directly or Indirectly, a
majority of the outstanding Equity Interests of Holdings; 
 (b) following a Qualified IPO, any Person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other than Francisco Partners) shall have acquired beneficial ownership (as construed in accordance with Rules 13d-3 and 13d-5 under the Exchange Act), either directly or indirectly, of 35%
or more of the voting power for the election of directors of Holdings; 
 (c) a majority of the members of the board of managers (or similar
governing body) of Holdings cease to be occupied by Persons who either (x) were members of the board of managers of Holdings on the Closing Date or (y) were nominated for election by the board of managers of Holdings, or whose election or
nomination for election was previously approved by a majority of such managers or by Francisco Partners; or 
 (d) Holdings shall cease to,
directly or indirectly, own and control 100% of the outstanding Equity Interests of each of its Subsidiaries that is a Loan Party (except as otherwise permitted by Section 7.05, ownership by directors and other similar qualifying
shares). 
 “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or
waived in accordance with Section 11.01. 
 “Closing Date Dividend” means the distribution on or promptly after
the Closing Date by Holdings to Icicle Acquisition Holding Co-op. 

  
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 “Code” means the Internal Revenue Code of 1986. 

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

“Collateral Delivery Period” means, (a) in the case of a Material Subsidiary or Loan Party, as applicable, organized in,
and with its primary place of business in, the United States, fifteen (15) days and (b) in the case of a Material Subsidiary or Loan Party, as applicable, organized in, or with its primary place of business in, a jurisdiction other than
the United States, sixty (60) days. 
 “Collateral Documents” means, collectively, the Security and Pledge Agreement,
the Intellectual Property Security Agreements, the Dutch Collateral Documents, the Singapore Collateral Documents, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar
agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties. 
 “Commitment” means a Revolving Credit Commitment, an Extended Revolving Credit Commitments, a Term A
Commitment and/or an Incremental Term Loan Commitment. 
 “Committed Loan Notice” means a notice of (a) a Term
Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), shall be substantially in the form of
Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower Representative. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7
U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Competitor” means
(a) any Person that is an operating company directly engaged in substantially similar business operations as the Borrowers and (b) any of such Person’s Subsidiaries; provided that, notwithstanding the foregoing, in no event shall
“Competitor” include any Person that is a financial institution, a debt fund or an investment vehicle that is engaged in the business of making, purchasing, holding or otherwise investing in loans, notes, bonds and similar extensions of
credit or securities in the ordinary course of business to unaffiliated third parties. 
 “Competitor Controller” means any
(a) direct or indirect parent company of a Competitor and (b) Person that is a controlled Affiliate of such Competitor; provided that, notwithstanding the foregoing, in no event shall “Competitor Controller” include any Person
that is a financial institution, a debt fund or an investment vehicle that is engaged in the business of making, purchasing, holding or otherwise investing in loans, notes, bonds and similar extensions of credit or securities in the ordinary course
of business to unaffiliated third parties. 

  
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 “Compliance Certificate” means a certificate substantially in the form of
Exhibit D. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income
(however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Current Assets” means, at any
date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date, other than (a) cash
and Cash Equivalents, (b) amounts related to current or deferred taxes and (c) amounts under any Swap Contracts. 

“Consolidated Current Liabilities” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite
the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date, but excluding (a) the current portion of any Indebtedness of Holdings and its Subsidiaries,
(b) without duplication of clause (a) above, all Indebtedness consisting of Loans or Commitments to the extent otherwise included therein, (c) accruals of interest expense (excluding interest expense that is past due and unpaid),
(d) accruals for current or deferred taxes and (e) accruals related to Swap Contracts. 
 “Consolidated EBITDA”
means, at any date of determination, an amount equal to Consolidated Net Income of Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus 

(a) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income (other than in the case of
clauses (vii) or (viii)): 
 (i) Consolidated Interest Charges, 

(ii) the provision for Federal, state, local and foreign income taxes, taxes on profit or capital and payroll taxes payable,

 (iii) depreciation and amortization expense, 

(iv) all non-cash charges, expenses, items and losses, including, without limitation (A) non cash items for any management
equity plan, supplemental executive retirement plan or stock option plan or other type of compensatory plan for the benefit of officers, directors or employees, (B) non cash restructuring charges or non cash reserves in connection with any
Permitted Acquisition or other Investment consummated after the Closing Date, (C) all non cash losses (minus any non cash gains) from Dispositions (but for clarity excluding write offs or write downs of Inventory), (D) any non cash
purchase or recapitalization accounting adjustments, (E) non cash losses (minus any non cash gains) with respect to Swap Contracts, (F) non cash charges attributable to any post employment benefits offered to former employees, (G) non
cash asset impairments (but for clarity excluding impairments of Inventory) and (H) the non cash effects of purchase accounting or similar adjustments required or permitted by GAAP in connection with any Permitted


  
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Acquisitions or permitted Investments; provided, that the adjustments described in this clause (iv) shall exclude any non-cash loss or expense (a) that is an accrual of a
reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period, (b) relating to a write-down, write off or reserve with respect to accounts, or (c) relating to a write-down, write off or reserve with
respect to inventory except to the extent permitted pursuant to clause (xvi) below, 
 (v) compensation expenses
resulting from (A) the repurchase of Equity Interests of any parent company of Holdings from employees, directors or consultants of Holdings or any of its Subsidiaries, in each case, to the extent permitted by this Agreement, (B) any
non-cash expense related 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, and (C) payments to employees, directors or officers
of Holdings and its Subsidiaries paid in connection with Restricted Payments that are otherwise permitted hereunder, 
 (vi)
(A) any fees, expenses or charges (other than depreciation or amortization expense) related to any offering of Equity Interests, Investment, acquisition, Disposition, Restricted Payment, recapitalization or the incurrence, amendment or other
modification or repayment of Indebtedness, in each case, permitted under this Agreement; provided that the amount added pursuant to this clause (A) shall not exceed $5,000,000 during the term of this Agreement for any offering of
Equity Interests, Investment, acquisition, Disposition, Restricted Payment, recapitalization or the incurrence, amendment or other modification or repayment of Indebtedness that, in each case, is unsuccessful and (B) cash fees and expenses
incurred in connection with the Transaction not to exceed $3,500,000 in the aggregate that are paid within three (3) months of the Closing Date, 

(vii) proceeds of business interruption insurance to the extent such proceeds are received by Holdings or any Subsidiary during
such period or reasonably expected to be reimbursed no later than one (1) year after the end of such period pursuant to a written contract or insurance policy with an unaffiliated third party, which contract or insurance obligation has not been
disclaimed, 
 (viii) expenses actually reimbursed or reasonably expected to be reimbursed no later than one (1) year
after the end of such period pursuant to a written contract or insurance policy with an unaffiliated third party, which contract or insurance obligation has not been disclaimed, 

(ix) losses, charges and expenses attributable to asset Dispositions or the sale or other disposition of any Capital Stock of
any Person other than in the ordinary course of business but permitted by this Agreement, 
 (x) any non-recurring charges,
costs and expenses, including those incurred in connection with restructuring projects, litigation (including settlements) the closure and/or consolidation of facilities, and termination, severance and reduction in work force expenses, in an
aggregate amount not to exceed, when taken together with clause (xi) below, 15% of Consolidated EBITDA in such period, calculated before the add back for such item. 

  
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 (xi) Pro Forma Cost Savings for such period, 

(xii) unrealized losses with respect to obligations under Swap Contracts designed to provide protections against fluctuations
in interest rates or embedded derivatives that require similar accounting treatment, 
 (xiii) losses due solely to
fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period and any exchange, translation or performance losses relating to any foreign currency hedging transactions for such period, 

(xiv) fees and expenses (i) paid or accrued during the period pursuant to a Management Agreement to the extent such
payment or accrual is permitted by this Agreement and (ii) paid or accrued pursuant to the Consulting Agreement to the extent such payment or accrual is permitted by this Agreement, 

(xv) the amount of any earn-out obligations permitted by this agreement which become due and payable and are paid or accrue
during such period in accordance with this Agreement, 
 (xvi) any portion of the Restricted Payment made pursuant to
Section 7.06(l) that reduces Consolidated Net Income, 
 (xvii) write downs, write offs or reserves with respect
to inventory of any Subsidiary of Holdings in an amount not to exceed, in the aggregate, 10% of Consolidated EBITDA in such period, calculated before the add back for such item, 

and minus 
 (b) the following, without
duplication, to the extent included in calculating such Consolidated Net Income: 
 (i) Federal, state, local and foreign
income tax credits, 
 (ii) all non-cash items increasing Consolidated Net Income (in each case of or by Holdings and its
Subsidiaries for such Measurement Period), 
 (iii) unrealized gains with respect to obligations under Swap Contracts
designed to provide protections against fluctuations in interest rates or embedded derivatives that require similar accounting treatment, and 

(iv) gains due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for
such period and any exchange, translation or performance gains relating to any foreign currency hedging transactions for such period. 

  
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 For purposes of calculating Consolidated EBITDA as of any date of measurement occurring after an EBITDA
Transaction, for use in the calculation of the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA shall be calculated on a pro forma basis. Subject to the immediately preceding sentence, for the
purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015, Consolidated EBITDA
for such fiscal quarters shall be $1,934,325, $5,003,450, $8,251,707 and $7,163,085, respectively. 
 “Consolidated Fixed Charge
Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA, less (ii) the aggregate amount of all Unfinanced Cash Capital Expenditures less (iii) the aggregate amount of
Federal, state, local and foreign income taxes actually paid in cash less (iv) Management Fees actually paid in cash, less (v) Restricted Payments consisting of the payment in cash of (A) any earnout obligations or
(B) payments permitted under Section 7.06(g), to (b) the sum of (i) Consolidated Interest Charges to the extent actually paid in cash and (ii) the aggregate principal amount of all regularly scheduled principal
payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money (calculated without giving effect to the application of any prepayments), but excluding any such payments to the extent refinanced through the
incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, in each case, of or by Holdings and its Subsidiaries for the most recently completed Measurement Period for which financial statements have been
delivered to the Administrative Agent. 
 “Consolidated Funded Indebtedness” means, as of any date of determination, for
Holdings and its Subsidiaries on a consolidated basis, the sum of the following to the extent constituting Indebtedness: (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations that are due and payable arising under letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (subject to the limitations
set forth in the definition of Indebtedness), (e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through
(e) above of Persons other than Holdings or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which Holdings or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Holdings or such Subsidiary. 

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP,
(b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by Holdings and its Subsidiaries
on a consolidated basis for the most recently completed Measurement Period. 

  
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 “Consolidated Leverage Ratio” means, as of any date of determination, the ratio
of (a) the result of (x) Consolidated Funded Indebtedness as of such date less (y) the amount of unrestricted cash and Cash Equivalents of the Loan Parties not in excess of $10,000,000 subject to a perfected Lien in favor of
the Administrative Agent pursuant to a deposit account control agreement or other Collateral Document (to the extent that such perfected Lien is otherwise required under this Agreement or another Loan Document), to (b) Consolidated EBITDA of
Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. 
 “Consolidated Net
Income” means, at any date of determination, the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude
(a) extraordinary or unusual gains and extraordinary or unusual losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that Holdings’
equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary,
except that Holdings’ equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to
Holdings or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Holdings as described in clause
(b) of this proviso). 
 “Consolidated Working Capital” means, at any date, the excess of Consolidated Current
Assets on such date over Consolidated Current Liabilities on such date; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as
a result of (a) the effects of purchase accounting or (b) any fluctuation in currency exchange rates. 
 “Consulting
Agreement” means a master consulting services agreement in the form delivered to the Administrative Agent prior to the date hereof by and between Ichor Systems and Francisco Partners Consulting, LLC, without giving effect to any amendment,
supplement, or other modification thereto that is materially adverse to the Administrative Agent or any Lenders; provided that, notwithstanding the foregoing, the amount of the Consulting Fees set forth in the Consulting Agreement may be increased
to the extent that the amount of Management Fees plus the amount of Consulting Fees (in each case, exclusive of Deferred Fees) paid in any fiscal year does not exceed the Management/Consulting Fee Cap. 

“Consulting Fees” has the meaning specified in Section 7.08(b)(ii). 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

  
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 “Control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

 “Corresponding Obligations” means all Obligations, other than any Parallel Debt. 

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

“CRR” means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. 
 “Cumulative Amount”
means, as of any date of determination, the identifiable cash proceeds received by Holdings from the sale of Holdings’ Equity Interests or from cash equity contributions in and to the Loan Parties (other than from the proceeds of a Specified
Equity Contribution), determined on a cumulative basis during the term of this Agreement less the amount of such proceeds that have been used herein. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Companies Act, Chapter 50 of Singapore, the
Bankruptcy Act, Chapter 20 of Singapore, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management, administration or
similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. 
 “Deductible
Amount” has the meaning specified in Section 9.12(d). 
 “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal
to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans under the Term A Facility plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate
Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to
the Applicable Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to Section 2.17(b),
any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers
in writing that such failure is the result of such Lender’s determination that one (1) 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, the L/C Issuer, the Swing Line Lender or any other Lender any other 

  
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amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due,
(b) has notified the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such
writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to
confirm in writing to the Administrative Agent and the Borrowers 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 Borrowers), 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 and/or manager, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one (1) or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed
to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrowers, the
L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. 
 “Deferred Fees” has the
meaning specified in Section 7.08(b). 
 “Designated Jurisdiction” means any country or territory to the extent
that such country or territory itself is the subject of any Sanction. 
 “Designated Lender” has the meaning specified in
Section 2.20. 
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith but excluding any involuntary disposition. 

“Disqualified Capital Stock” means any Equity Interests which, by their 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 

  
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redeemable (other than solely for Qualified Capital Stock or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control
or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock and cash in lieu of fractional shares), 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 Capital Stock, in each case, prior to the date that is ninety-one (91) days after
the then applicable Latest Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), Holdings or any of its Subsidiaries or by any
such plan to such employees, such Equity Interests shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings (or any direct or indirect parent thereof), any Borrower or any of their respective
Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. 

“Disqualified Institution” means any Person (i) that has been identified by name in the written list provided by Sponsor
in an e-mail from Sponsor dated August 4, 2015 (as such list may be amended and modified from time to time with written approval of the Administrative Agent, the “Excluded Persons List”) or any of their respective Affiliates
that are clearly identifiable as such on the basis of such Affiliate’s name and (ii) any Competitor or Competitor Controller or any of their respective Affiliates that are clearly identifiable as such on the basis of such Affiliate’s
name. 
 “Dollar” and “$” mean lawful money of the United States. 

“DP Amounts” mean any and all deferred payments, holdbacks or similar deferred consideration in connection with a Permitted
Acquisition, which are payable based on the achievement of specified financial results over time, and which are structured such that, they are not required to be paid if (and for so long as) the Loan Party cannot satisfy any condition contained in
Section 7.06(h); to the extent the total amount of such deferred payments, holdbacks and other similar deferred consideration for a particular Permitted Acquisition, together with any earn-out obligations in connection with such
Permitted Acquisition, does not exceed 40% of the aggregate consideration paid or to be paid in connection with such Permitted Acquisition. 

“Dutch Borrower” means a Borrower that is organized under the laws of the Netherlands. For the avoidance of doubt, as of the
Closing Date, there are no Dutch Borrowers. 
 “Dutch Collateral Documents” means a deed of disclosed pledge over bank
account receivables, dated the Closing Date, between Holdings as pledgor and the Administrative Agent as pledgee, and any other pledge governed by the laws of the Netherlands. 

“Dutch Collateral Party” has the meaning specified in Section 9.12(a). 

“EBITDA Transaction” means a Permitted Acquisition, restructuring, Disposition or other similar transaction. 

  
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 “ECF Percentage” means 50%; provided, that the foregoing percentage shall
be reduced for any applicable payment period to 25% if the Consolidated Leverage Ratio is less than 2.25:1.00 as of the last day of the fiscal quarter of such payment period, and shall be reduced to 0% if less than 1.75:1.00 as of the last day of
the fiscal quarter of such payment period. 
 “Eligible Assignee” means any Person that meets the requirements to be an
assignee under Section 11.06(b)(iii) and (iv) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). 

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata,
and natural resources such as wetland, flora and fauna. 
 “Environmental Laws” means any and all Federal, state, local,
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to
Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials. 

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

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any
Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any
date of determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any of the Borrowers
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

  
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 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) the withdrawal of any of Holdings or any Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any of Holdings or any Subsidiary or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA;
(e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any of Holdings or any Subsidiary or any ERISA Affiliate; or (i) a failure by any Borrower or any
ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by any of Holdings or any Subsidiary or any ERISA Affiliate to make any required contribution to
a Multiemployer Plan. 
 “Eurodollar Rate” means, 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) as administered by ICE Benchmark Administration (or to the extent that ICE Benchmark Administration no longer administers such rate, any other Person that takes over the administration of such rate as determined by the
Administrative Agent from time to time) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or such other commercially available source providing quotations as designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to LIBOR, at or about 11:00 a.m., London time, determined two (2) Business Days prior to such date for U.S. Dollar deposits with a term of one (1) month commencing that day; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be
applied for the applicable Interest Period in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall
be applied for the applicable Interest Period in a manner as otherwise reasonably determined by the Administrative Agent. 

  
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 Notwithstanding the foregoing, for purposes of this Agreement, the Eurodollar Rate shall in no event be less than
0% at any time with respect to Revolving Credit Loans or 1% at any time with respect to Term A Loans. 
 “Eurodollar Rate
Loan” means a Revolving Credit Loan or a Term A Loan, in each case that bears interest at a rate based on clause (a) of the definition of the Eurodollar Rate. 

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

“Excess Cash Flow” means, for any fiscal year of Holdings, the excess (if any) of (a) the sum, without duplication, of
(i) Consolidated EBITDA for such fiscal year plus (ii) decreases in Consolidated Working Capital for such fiscal year minus (b) the sum, without duplication, (for such fiscal year) of: 

(i) Consolidated Interest Charges actually paid in cash by Holdings and its Subsidiaries; 

(ii) the aggregate amount of all regularly scheduled principal payments of the Term Loans and other Indebtedness permitted
hereunder; 
 (iii) the provision for Federal, state, local and foreign income taxes, taxes on profit or capital and payroll
taxes actually paid in cash; 
 (iv) the aggregate amount of all other cash items added back to Consolidated EBITDA in the
calculation of Consolidated EBITDA for such fiscal year and the amount of all non cash credits included in arriving at such Consolidated Net Income for such fiscal year; 

(v) cash Capital Expenditures actually made by Holdings and its Subsidiaries in such fiscal year; 

(vi) the aggregate amount of non-cash adjustments to Consolidated EBITDA for periods
prior to the beginning of the current fiscal year to the extent paid in cash by Holdings or any of its Subsidiaries during such fiscal year; 

(vii) the aggregate amount of Restricted Payments by Holdings and other payments made in cash permitted by
Section 7.06 during such fiscal year to the extent added back to Consolidated EBITDA or not deducted from Consolidated Net Income; 

(viii) the amount of cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in
determining Consolidated Net Income for such period; 
 (ix) the amount of Investments and acquisitions made during such
fiscal year pursuant to Section 7.03, in each case to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings and its Subsidiaries, 

  
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 (x) all other capitalized expenses in such fiscal year, including
(1) documented fees and expenses paid during such fiscal year to third parties incurred in connection with Dispositions, Investments, (including Permitted Acquisitions), and Swap Contracts, (2) expenses or charges paid in cash during such
fiscal year for the issuances of debt or equity, and (3) transaction costs and expenses during such fiscal year in connection with a Permitted Acquisition; 

(xi) the aggregate net amount of non-cash gain on the Disposition of property by Holdings or any its Subsidiaries during such
fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income; 

(xii) increases in Consolidated Working Capital for such fiscal year ; and 

(xiii) the aggregate amount paid in cash in such fiscal year on account of any DP Amounts and Accrued DP Interest (other than
to the extent funded with new equity investments or financed with proceeds of other Indebtedness). 
 For purposes of calculating Excess
Cash Flow for any fiscal year, for each Permitted Acquisition consummated during such fiscal year, (x) the Consolidated EBITDA of a target of any Permitted Acquisition shall be included in such calculation only from and after the date of the
consummation of such Permitted Acquisition and (y) for the purposes of calculating Consolidated Working Capital, the (A) total assets of a target of such Permitted Acquisition (other than cash and Cash Equivalents), as calculated as at the
date of consummation of the applicable Permitted Acquisition, which may properly be classified as current assets on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause
(A), that such Permitted Acquisition has been consummated) and (B) the total liabilities of Holdings and its Subsidiaries, as calculated as at the date of consummation of the applicable Permitted Acquisition, which may properly be
classified as current liabilities (other than the current portion of any long term Indebtedness) on a consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (B), that such
Permitted Acquisition has been consummated), shall, in the case of both immediately preceding clauses (A) and (B), be calculated as the difference between the Consolidated Working Capital at the end of the applicable fiscal year
from the date of consummation of the Permitted Acquisition. 
 “Excluded Accounts” means payroll accounts, employee benefit
accounts, withholding tax and other fiduciary accounts, escrow accounts in respect of arrangements with non-affiliated third parties, worker’s compensation, customs accounts, trust and tax withholding
which are funded by the Loan Parties in the ordinary course of business or as required by any requirement of law, cash collateral accounts subject to Liens permitted under the Loan Documents and other accounts with a balance not to exceed $100,000
at any one (1) time. 
 “Excluded Assets” means (i) any owned real property other than Material Real Property and
all real property constituting leaseholds, (ii) (a) any motor vehicles and other assets subject to certificates of title and (b) any letter of credit rights (other than letter of credit rights a security interest in which can be
perfected by the filing of a UCC financing statement) or commercial tort 

  
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claims, in each case, with a value of less than $250,000 (in each case excluding a security interest which can be perfected by the filing of a UCC financing statement), (iii) any assets in
which the grant of a pledge or security interest is prohibited by law, rule or regulation, but only to the extent, and so long as, such prohibition by law, rule or regulation is not terminated or rendered unenforceable by law or otherwise deemed
ineffective, (iv) Equity Interests (a) in any entity that is not a wholly owned Subsidiary if the granting of a security interest in such Equity Interests would be prohibited by the organizational documents of such entity without third
party consent which consent has not been obtained, or (b) in any joint venture, (v) any governmental licenses or state or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters
or authorizations are prohibited or restricted thereby, but only to the extent, and so long as, such prohibition is not terminated or rendered unenforceable by law or otherwise deemed ineffective, (vi) assets in circumstances where the
Administrative Agent and Holdings reasonably agree that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (vii) licenses,
instruments, leases and agreements to the extent and so long as such a pledge thereof would violate the terms thereof or violate any law, rule or regulation, but only to the extent, and for so long as, such prohibition is not terminated or rendered
unenforceable or otherwise deemed ineffective by contract or law, (viii) any property or assets subject to a Lien with respect to any purchase money Indebtedness or Capitalized Leases permitted under the Loan Documents if the contract,
agreement or document to which such Lien is granted (or in the contract, agreement or document providing for such Capitalized Leases) prohibits or requires the consent of any Person as a condition to the creation of any other Lien on such property
or asset, but only to the extent, and so long as, such prohibition is not terminated, (ix) any “intent-to-use” application for registration of a Trademark (as defined in the Security and Pledge Agreement) filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham
Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such
intent-to-use application under applicable federal law and (x) any Excluded Accounts provided that (I) notwithstanding the above, Excluded Assets shall not include any Equity Interests of a Loan Party (other than Holdings) and (II) shall
not apply to proceeds of such Excluded Assets. 
 “Excluded Persons List” has the meaning specified in the definition of
“Disqualified Institution”. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap
Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal or unlawful under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any
and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, would otherwise 

  
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become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to
Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any Taxes imposed under FATCA. 

“Existing Credit Agreement” means that certain Credit Agreement, dated December 30, 2011, among Holdings, certain
Subsidiaries of Holdings, the lenders party thereto, and Silicon Valley Bank, as administrative agent, as amended, restated or otherwise modified from time to time. 

“Extended Revolving Credit Commitments” has the meaning specified in Section 2.14(a). 

“Extended Term Loans” has the meaning specified in Section 2.14(a). 

“Extending Term Lender” has the meaning specified in Section 2.14(a). 

“Extension” has the meaning specified in Section 2.14(a). 

“Extension Offer” has the meaning specified in Section 2.14(a). 

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

“Facility Office” means the office through which such Lender will perform its obligations under this Agreement. 

“Facility Termination Date” means the date of termination of the Aggregate Commitments and payment in full of all Obligations
(other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank
of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made). 

  
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 “FASB ASC” means the Accounting Standards Codification of the Financial
Accounting Standards Board. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or
any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
Section 1471(b)(1) and any intergovernmental agreements with respect thereto. 
 “Federal Funds Rate” means, for any
day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent. 
 “Foreign Plan” has the meaning specified in
Section 5.12(e). 
 “Foreign Government Scheme or Arrangement” has the meaning specified in
Section 5.12(e). 
 “Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S.
Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of
this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Obligation Provider” has the meaning specified in the definition of Foreign Subsidiary Secured Obligations. 

“Foreign Obligation Loan Documents” means all legal documentation entered into between the applicable Foreign Subsidiary and
the Foreign Obligation Provider in connection with the Foreign Subsidiary Secured Obligations. 
 “Foreign Obligor” means a
Loan Party that is a Foreign Subsidiary. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary
organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia. 

  
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 “Foreign Subsidiary Secured Obligations” means all unpaid principal of, accrued
and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit
extensions or accommodations or similar obligations owing by any Foreign Subsidiary to Bank of America or any office, branch or Affiliate of Bank of America (each a “Foreign Obligation Provider”). 

“Francisco Partners” means Francisco Partners III, L.P. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the
terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders in accordance with the terms hereof. 
 “Fund” means any Person (other than a natural Person)
that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other 

  
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obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of
any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantors” means, collectively, (a) Holdings, (b) the Subsidiaries of Holdings listed on Schedule 1.011 as of the Closing Date and each other Subsidiary of Holdings that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12 and (c) with
respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than a Borrower) under any Hedge Agreement or any Cash Management Agreement and (ii) the payment and performance by each Specified Loan Party of
its obligations under its Guaranty with respect to all Swap Obligations, the Borrowers. 
 “Guaranty” means, collectively,
the Guaranty made by the Guarantors under Article X in favor of the Secured Parties, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any
form regulated pursuant to any Environmental Law as hazardous or toxic or as a pollutant or containment (or by words of similar meaning and regulatory effect), including petroleum or petroleum distillates, natural gas, natural gas liquids. 

“Hedge Bank” means any Person that, at the time it enters into a Swap Contract required or permitted under Article VI
or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract. 
 “Holdings”
means Icicle Acquisition Holding B.V. 
 “IFRS” means international accounting standards within the meaning of IAS
Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein. 

“Impacted Loans” has the meaning specified in Section 3.03. 

“Increase Effective Date” has the meaning specified in Section 2.15(d). 

“Increase Joinder” has the meaning specified in Section 2.15(c). 

 
  

	1 	Schedule 1.01 to include Ichor Systems Singapore Pte. Ltd. 


  
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 “Incremental Commitments” means Incremental Revolving Credit Commitments and/or
the Incremental Term Commitments. 
 “Incremental Debt” has the meaning specified in Section 1.08(b). 

“Incremental Revolving Credit Commitment” has the meaning specified in Section 2.15(a). 

“Incremental Term Commitments” has the meaning specified in Section 2.15(a). 

“Incremental Term Loans” has the meaning specified in Section 2.01(c). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the maximum amount of all direct
or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

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

(d) all obligations of such Person to pay the deferred purchase price of property or services; 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of
such Person; 
 (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any
Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus
accrued and unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 

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

  
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 Notwithstanding the foregoing or anything else herein to the contrary, “Indebtedness”
shall not include (i) trade payables arising in the ordinary course of business, (ii) obligations or liabilities of any Person in respect of any of its Qualified Capital Stock nor the obligations of any Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the
Closing Date (whether or not such lease exists on the Closing Date or hereafter arises), (iii) obligations under any Swap Agreements unless such obligations are payment obligations that relate to a Swap Agreement that has terminated,
(iv) customary obligations under employment agreements and deferred compensation, (v) deferred tax liabilities, (vi) DP Amounts, earn-outs, purchase price adjustments and indemnity obligations, and any sums for which such Person is
obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions) until any such obligations described in this clause (vi) shall become due and payable and treated as a
liability on such Person’s balance sheet in accordance with GAAP, (vii) royalty payments made in the ordinary course of business in respect of exclusive and non-exclusive licenses, (viii) any
accruals for (A) payroll and (B) other non-interest bearing liabilities accrued in the ordinary course of business, (ix) employee commitments, (x) accrued licensing fees owed under licenses
(including intellectual property licenses), (xi) deferred rent obligations in respect of real property leases incurred in the ordinary course of business, (xii) deferred obligations under the Management Agreement or the Consulting
Agreement, and (xiii) for purposes of the definition of “Consolidated Funded Indebtedness” and Section 7.11, Permitted Seller Debt for which, by its own terms, no payments are permitted to be paid on account thereof and the
maturity thereof is no earlier than six (6) months following the Latest Maturity Date. 
 “Indemnified Taxes” means
(a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other
Taxes. 
 “Indemnitee” has the meaning specified in Section 11.04(b). 

“Information” has the meaning specified in Section 11.07. 

“Insolvency Regulation” means the Council Regulation (EC) No. 1346/2000 29 May 2000, on Insolvency Proceedings.

 “Intellectual Property Security Agreement” has the meaning specified in Section 4.01(a)(iv). 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three
(3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of
the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition). 

  
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 “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing
on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to availability), as selected
by the Borrowers in a Committed Loan Notice; provided that: 
 (i) any Interest Period that would otherwise end on a
day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day; 
 (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(iii) no Interest Period shall extend beyond the Maturity Date. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another
Person, or (c) the purchase or other acquisition (in one (1) transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IP Rights” has the meaning specified in Section 5.17. 

“IP Security Agreements” means (a) the Notice of Grant of Security Interest in Copyrights, (b) the Notice of Grant
of Security Interest in Patents and (c) the Notice of Grant of Security Interest in Trademarks, in each case dated as of the Closing Date and executed by the Borrowers party thereto and the Administrative Agent. 

“IRS” means the United States Internal Revenue Service. 

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

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

  
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 “Latest Maturity Date” means the latest of the Maturity Date for the Revolving
Credit Facility, the Maturity Date for the Term A Facility and any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans, as of any date of determination. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
guidance notes, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

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

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Issuer” means Bank of America, through itself or through one
(1) of its designated Affiliates or branch offices, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line
Lender. The term “Lender” shall include any Designated Lender. 
 “Lender Fee Letter” means the letter agreement,
dated August 11, 2015, among the Borrowers and the Lenders and Affiliates thereof party thereto. 
 “Lending Office”
means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify
the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its
applicable Lending Office. 

  
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 “Letter of Credit” means any standby letter of credit issued hereunder,
providing for the payment of cash upon the honoring of a presentation thereunder. 
 “Letter of Credit Application” means
an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for
the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit
Fee” has the meaning specified in Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount
equal to $5,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. 

“Lien” means any mortgage, pledge, hypothecation, assignment (by way of security or otherwise), deposit arrangement,
encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing) (but excluding any licenses of intellectual property). 

“Liquidity” means, at any time, the sum of (a) the amount of unrestricted cash and Cash Equivalents of the Loan Parties
plus (b) the amount by which the Revolving Credit Commitments exceed the maximum amount of Revolving Credit Loans that may be requested by the Borrowers at such time pursuant to this Agreement so long as on a pro forma basis after giving effect
to such Revolving Credit Loans, the Loan Parties and their Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11 (a) and (b), determined on the basis of the financial information
most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b). 

“Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan, a
Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loans, any Extended Term Loans, loans made pursuant to any Incremental Revolving Credit Commitment or loans made pursuant to any Extended Revolving Credit Commitment). 

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any agreement creating or
perfecting rights in cash collateral pursuant to the provisions of Section 2.16 of this Agreement, (d) the Collateral Documents, (e) the Agent Fee Letter, (f) the Lender Fee Letter and (g) each Issuer Document. For
the avoidance of doubt, Secured Hedge Agreements and Secured Cash Management Agreements are not “Loan Documents”. 
 “Loan
Parties” means, collectively, the Borrowers and each Guarantor. 

  
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 “London Banking Day” means any day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank eurodollar market. 
 “Management Agreement” means a management
agreement in the form delivered to the Administrative Agent prior to the date hereof by and between Ichor Holdings, LLC and Francisco Partners Management, LLC, without giving effect to any amendment, supplement, or other modification thereto that is
adverse to the Administrative Agent or any Lenders (it being understood that any amendment, modification, or change that (x) increases, or has the effect of increasing, any fee, expense, or other payment contained in the Management Agreement,
as in effect on the Closing Date, or (y) that adds, or has the effect of adding, any fee, expense, or payment that is not contained in the Management Agreement as in effect on the Closing Date, in the case of each of clause (x) or
(y), shall be deemed to be adverse to the Administrative Agent and the Lenders); provided that, notwithstanding the foregoing, the amount of the Management Fees set forth in the Management Agreement may be increased to the extent that the
amount of Management Fees plus the amount of Consulting Fees (in each case, exclusive of Deferred Fees) paid in any fiscal year does not exceed the Management/Consulting Fee Cap. 

“Management Fees” has the meaning specified in Section 7.08(b)(ii). 

“Management/Consulting Fee Cap” has the meaning specified in Section 7.08(b)(ii). 

“Mandatory Cost” means any amount incurred periodically by any Lender during the term of the Facility which constitutes fees,
costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or has its Facility Office by any Governmental Authority. 

“Master Agreement” has the meaning specified in the definition of Swap Contract. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations,
business, properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan
Document, or of the ability of the Loan Parties to perform their obligations under any Loan Document to which they are parties; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party. 
 “Material Real Property” means owned real property of a Loan Party
having a fair market value at the time acquired of greater than $1,000,000. 
 “Material Subsidiary” means, at any time,
each Subsidiary of Holdings (other than a Subsidiary described in Section 6.12(e)) identified to the Administrative Agent in writing by the Borrower Representative as a “Material Subsidiary”; provided that, (a) if
at any time the aggregate amount of Consolidated EBITDA or Total Assets of all Subsidiaries that are not Loan Parties exceeds twenty percent (20%) of Consolidated EBITDA for the most recent period of four consecutive fiscal quarters then ended
for which financial statements have been delivered pursuant to Section 6.01 or twenty percent (20%) of Total Assets as of the end of any such fiscal quarter, the Loan Parties (or, in the event the Loan Parties have failed to do so within
ten (10) days of delivery 

  
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of such financial statements, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries
shall for all purposes of this Agreement constitute Material Subsidiaries; and (b) if a Subsidiary of Holdings would not be required to become a Guarantor hereunder as a result of Section 6.12(e), such Subsidiary shall be excluded
from the denominator of the “twenty percent test” above. 
 “Maturity Date” means (a) with respect to the
Revolving Credit Facility, the later of (i) August 11, 2020 and (ii) if maturity is extended pursuant to Section 2.14, such extended maturity date as determined pursuant to such Section and (b) with respect to the
Term A Facility, the later of (i) August 11, 2020 and (ii) if maturity is extended pursuant to Section 2.14, such extended maturity date as determined pursuant to such Section; provided, however, that, in
each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Measurement
Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of Holdings or, if fewer than four (4) consecutive fiscal quarters of Holdings have been completed since the Closing Date, the
fiscal quarters of Holdings that have been completed since the Closing Date; provided that: (a) for purposes of determining an amount of any item included in the calculation of a financial ratio or financial covenant for the
fiscal quarter ended December 31, 2015, such amount for the Measurement Period then ended shall equal such item for the two (2) fiscal quarters then ended multiplied by two (2) and (b) for purposes of determining an amount
of any item included in the calculation of a financial ratio or financial covenant for the fiscal quarter ended March 31, 2016, such amount for the Measurement Period then ended shall equal such item for the three (3) fiscal quarters then
ended multiplied by four-thirds (4/3). 
 “Minimum Collateral Amount” means, at any time, (i) with respect to
Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters
of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii),
an amount equal to 105% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion. 

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith, Incorporated. 

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

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any
Borrower or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two (2) or more contributing sponsors (including any Borrower or ERISA
Affiliate) at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

  
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 “Net Cash Proceeds” means: 

(a) with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Casualty/Condemnation Receipt received or paid to the
account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be
repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by any Loan Party or such Subsidiary in connection with such transaction,
(C) taxes reasonably estimated to be actually payable within two (2) years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes
pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds, (D) any funded escrow established
pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released
from such escrow to Holdings or any of its Subsidiaries, such amounts net of any related expenses shall constitute Net Cash Proceeds), and (E) without duplication of the above, 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 above) (A) related to any of the applicable assets and (B) retained by Holdings or any of its Subsidiaries including, without limitation,
pension plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a
payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Disposition or Casualty/Condemnation Receipt occurring on the date of such reduction); and 

(b) with respect to the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess of (i) the sum
of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket fees and expenses, incurred by any Loan Party or such
Subsidiary in connection therewith and taxes paid or reasonably estimated to be payable as a result thereof. 
 “Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been
approved by the Required Lenders. 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(ii). 

“Non-Guarantor Disposition” has the meaning specified in Section 2.05(b)(vii). 

  
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 “Non-Guarantor Subsidiary” means any Subsidiary that is not a Loan Party. 

“Non-Guarantor Recovery Event” has the meaning specified in Section 2.05(b)(vii). 

“Non-Public Lender” means (i) until the publication of an interpretation of “public” as referred to in the CRR
by the competent authority/ies: an entity which (x) assumes existing rights and/or obligations vis-à-vis a Dutch Borrower, the value of which is at least EUR 100,000 (or its equivalent in another currency), (y) provides repayable
funds for an initial amount of at least EUR 100,000 (or its equivalent in another currency) or (z) otherwise qualifies as not forming part of the public; (ii) as soon as the interpretation of the term “public” as referred to in
the CRR has been published by the relevant authority/ies: an entity which is not considered to form part of the public on the basis of such interpretation. 

“Non-Reinstatement Deadline” has the meaning specified in Section 2.03(b)(ii). 

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

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of
Exhibit K or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed
and signed by a Responsible Officer. 
 “NPL” means the National Priorities List under CERCLA. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement, Secured Hedge Agreement or Foreign Subsidiary Secured Obligation, in each case whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations. 

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

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate of incorporation, memorandum and articles of association, or articles
of formation or organization and operating agreement; and (c) with respect to any partnership, exempted limited partnership, joint venture, trust or other form of business entity, the partnership, exempted limited partnership, joint venture or
other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation, incorporation or organization with the applicable Governmental Authority in the
jurisdiction of its formation, incorporation or organization and, if applicable, any certificate or articles of formation, incorporation or organization of such entity. 

  
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 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as
a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in any Loan or Loan Document (but not connections arising solely
from sales or assignments by a Recipient of an interest in any Loan or Loan Document that result in non-U.S. Taxes imposed in a jurisdiction that is not one of the Loan Party’s jurisdiction of residence, organization or activities)). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.13). 

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to
any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including
as a result of any reimbursements by the Borrowers of Unreimbursed Amounts. 
 “Parallel Debt” has the meaning specified in
Section 9.12(a). 
 “Parent” means Ichor Holdings, Ltd., a company organized under the laws of the Cayman
Islands. 
 “Participant” has the meaning specified in Section 11.06(d). 

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

“PBGC” means the Pension Benefit Guaranty Corporation. 

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

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

  
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 “Pension Plan” means any employee pension benefit plan (including a Multiple
Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

“Perfection Certificate” means a certificate in the form of Exhibit H or any other form approved by the Administrative
Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise. 
 “Perfection
Certificate Supplement” means a supplement to the Perfection Certificate in a form approved by the Administrative Agent. 

“Permitted Acquisition” has the meaning specified in Section 7.03(g). 

“Permitted Liens” means Liens permitted by Section 7.01. 

“Permitted Refinancing” with respect to any Person, any modification, refinancing, refunding, renewal, extension or
replacement of any Indebtedness of such Person; provided that: 
 (a) the principal amount (or accreted value, if applicable) thereof does
not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, extended or replaced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable
amount paid and fees (including original issue discount) and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, extension or replacement and by an amount equal to any existing commitments unutilized
thereunder plus additional amount otherwise permitted to be incurred pursuant to Section 7.02; 
 (b) other than with respect to
a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.2(e), such modification, refinancing, refunding, renewal, extension or replacement has a final maturity date equal to or later than the final maturity
date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced (excluding the effect of any prepayments of
scheduled amortization); and 
 (c) to the extent such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is
unsecured or junior in right of lien or subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, extension or replacement is subordinated in right of payment to the Obligations. 

“Permitted Seller Debt” means unsecured Indebtedness (other than earn-out obligations) owing to sellers of assets or Equity
Interests by a Loan Party or a Subsidiary that is incurred by a Loan Party or Subsidiary in connection with the consummation of one or more Permitted Acquisitions so long as (i) with respect to any such Indebtedness that (x) requires cash
interest or principal payments while any Obligations remain outstanding or (y) has a maturity that is earlier than six (6) months following the Latest Maturity Date, the aggregate principal amount for all such unsecured Indebtedness
described in this clause (i) does not exceed $7,500,000 at any one time outstanding and such Indebtedness is otherwise on terms and conditions reasonably acceptable to the Administrative Agent and (ii) any such Indebtedness is subordinated
to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent. 

  
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 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any
employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any of Holdings or any Subsidiary or any ERISA Affiliate or any such Plan to which any of Holdings or any Subsidiary or
any ERISA Affiliate is required to contribute on behalf of any of its employees. 
 “Platform” has the meaning specified in
Section 6.02. 
 “Pro Forma Cost Savings” means, without duplication of amounts added-back to calculate
Consolidated EBITDA, with respect to any period, the reductions in costs or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to an EBITDA Transaction within twelve (12) months of the date
of such EBITDA Transaction and that are reasonably identifiable and factually supportable, as if all such reductions in costs or synergies had been effected as of the beginning of such period, decreased by any recurring incremental expenses incurred
or to be incurred during such four- (4-)quarter period in order to achieve such reduction in costs; provided, that (x) the amount of Pro Forma Cost Savings that may be included on a pro forma basis shall not exceed, together with
any amounts added back pursuant to clause (x) of the definition of Consolidated EBITDA, 15% of Consolidated EBITDA for the applicable four- (4-)quarter period, calculated before the add back for such items, and (y) the Borrowers
shall deliver to the Administrative Agent a certificate certifying as to the determination and calculation of the Pro Forma Cost Savings and including the factual support thereof 

“Public Lender” has the meaning specified in Section 6.02. 

“Qualified Capital Stock” means Equity Interests that are not Disqualified Capital Stock. 

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at
such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange
Act. 
 “Qualified IPO” means the issuance by Parent of its common stock in an underwritten public offering pursuant to an
effective registration statement filed with the United States Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) pursuant to which (a) Parent shall receive
net cash proceeds of at least $75,000,000, (b) at least $17,500,000 of such net cash proceeds shall be applied to repay the Term Loans, and (c) on a pro forma basis after giving effect to such Qualified IPO and the repayment of the Term
Loans contemplated thereby, as of the last day of the most recent period for which financial statements have been furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, the Consolidated Leverage
Ratio shall be less than 1.75 to 1.00. 
 “Received Amount” has the meaning specified in Section 9.12(d). 

  
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 “Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. 
 “Register” has
the meaning specified in Section 11.06(c). 
 “Related Parties” means, with respect to any Person, such
Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying,
injection or leaching into the Environment, or into, from or through any building, structure or facility. 
 “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived. 

“Repricing Transaction” means, at any time on or prior to February 11, 2016, other than in connection with the
consummation of a Permitted Acquisition, a Qualified IPO or the occurrence of a Change of Control, (i) any prepayment or repayment of any Term A Loans with the proceeds of, or any conversion of such Term A Loans into, any new or replacement
tranche of term loans bearing interest at an effective yield less than the effective yield applicable to the Term A Loans (as such comparative effective yields are reasonably determined by the Administrative Agent, in consultation with the
Borrowers) and (ii) any amendment to this Agreement that reduces the effective yield applicable to the Term A Loans. 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or
Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the
aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and
(b) aggregate unused Commitments; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender
shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination; provided further that at any time when there are two (2) or more unaffiliated Lenders, Required
Lenders must include at least two (2) unaffiliated Lenders. 
 “Required Revolving Lenders” means, as of any date of
determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit 

  
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Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Revolving Lenders; provided further that at any time when there are two (2) or more unaffiliated Revolving Credit Lenders, Required Revolving Lenders must include at least two
(2) unaffiliated Revolving Credit Lenders. 
 “Required Term A Lenders” means, as of any date of determination, Term A
Lenders holding more than 50% of the Term A Facility on such date; provided that the portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders; provided
further that at any time when there are two (2) or more unaffiliated Term A Lenders, Required Term A Lenders must include at least two (2) unaffiliated Term A Lenders. 

“Responsible Officer” means the chief executive officer, director, president, chief financial officer, treasurer, assistant
treasurer or controller of a Loan Party, or, in relation to Holdings, a managing director A and a managing director B acting jointly or any other authorized signatory, and, solely for purposes of the delivery of incumbency certificates pursuant to
Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder
that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been duly authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Employee Payments” means payments of
certain dividends and other distributions (including in the form of bonus payments) on account of Equity Interests of Parent held by employees, officers or directors of Holdings and its Subsidiaries, which such aggregate payment amount is identified
in the funds flow on the Closing Date but which were not paid at such time. 
 “Restricted Payment” means any
(x) dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of
capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment or (y) payment with respect to an earn-out
obligation. For the avoidance of doubt, payments made pursuant to Section 7.08(b) do not constitute Restricted Payments hereunder. 

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

  
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 “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01 (including loans made pursuant to any Incremental Revolving Commitment and loans made pursuant to any Extended Revolving Credit Commitment),
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one (1) time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement. 
 “Revolving Credit Exposure” means, as to any Lender at any time, the
aggregate principal amount at such time of its outstanding Committed Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time. 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit
Commitments (including any Extended Revolving Credit Commitments) at such time. 
 “Revolving Credit Lender” means, at any
time, any Lender that has a Revolving Credit Commitment at such time. 
 “Revolving Credit Loan” has the meaning specified
in Section 2.01(a). 
 “Revolving Credit Note” means a promissory note made by the Borrowers in favor of a
Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2. 

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and
any successor thereto. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered
into by and between any Loan Party and any Cash Management Bank. 
 “Secured Hedge Agreement” means any Swap Contract
permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank. 
 “Secured
Parties” means, collectively, the Administrative Agent, the Lenders (including any Designated Lenders), the L/C Issuer, the Hedge Banks, the Cash Management Banks, Foreign Obligation Providers, the Indemnitees and each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 

  
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 “Security and Pledge Agreement” has the meaning specified in
Section 4.01(a)(iii). 
 “Security Agreement Supplement” has the meaning specified in
Section 1.1(c) of the Security and Pledge Agreement. 
 “Singapore Collateral Documents” means (a) the
debenture dated on or about the date of this agreement made between the Singapore Loan Party and the Administrative Agent; (b) the assignment of receivables dated on or about the date of this agreement made between the Singapore Loan Party and
the Administrative Agent; (c) the charge over accounts dated on or about the date of the agreement made between the Singapore Loan Party and the Administrative Agent and (d) the charge over shares in the Singapore Loan Party dated on or
about the date of this agreement made between Holdings and the Administrative Agent. 
 “Singapore Loan Party” means Ichor
Systems Singapore Pte. Ltd., a company incorporated in Singapore with registration number 200918207E, whose registered address is at 150 Cecil Street, #15-01, Singapore 069543. 

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

“Specified Equity Contribution” has the meaning specified in Section 8.04. 

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity
Exchange Act (determined prior to giving effect to Section 10.11). 
 “Spot Rate” has the meaning specified in
Section 1.07. 
 “Subordination Provisions” has the meaning specified in Section 8.01(m). 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one (1) or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings. 

  
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 “Swap Contract” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond
price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement. 
 “Swap Obligations” means 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. 

“Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect
of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one (1) or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Lender” means Bank of America, through itself or through one (1) of its designated Affiliates or branch
offices, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
 “Swing Line
Loan” has the meaning specified in Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of each of the Borrowers. 

  
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 “Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000
and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility. 

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in
respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the
definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the
application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(b). 
 “Term A
Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrowers pursuant to Section 2.01(b) in an aggregate principal amount at any one (1) time outstanding not to exceed the amount set
forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Term A Facility” means,
at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time, and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. 

“Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment at such
time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time. 
 “Term A Loan”
means an advance made by any Term A Lender under the Term A Facility. 
 “Term Borrowing” means either a Term A Borrowing
or a borrowing of Incremental Term Loans. 

  
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 “Term Lender” means, as of any date of determination, a Term A Lender, an
Extending Term Lender or a Lender holding an Incremental Term Commitment or Incremental Term Loans, as the context may require. 

“Term Loan” means any Term A Loan, any Incremental Term Loan or any Extended Term Loan, as the context may require. 

“Term Loan Note” means a promissory note made by the Borrowers in favor of a Term Loan Lender evidencing Term Loans made by
such Lender, substantially in the form of substantially in the form of Exhibit C-1. 

“Total Acquisition Consideration” means the total cash and noncash consideration paid (exclusive of any Equity Interests of
Holdings or any of its parent companies issued to the seller, transaction expenses, consideration paid with the then applicable Cumulative Amount, cash on the balance sheet of target and working capital and other similar purchase price adjustments)
including earn-out obligations and other deferred payment amounts (which earn-out obligations and deferred payment amounts shall be calculated in accordance with GAAP as the estimated amount thereof on the closing date for the applicable Permitted
Acquisition, which determination shall be made on the date the definitive documentation for the applicable Permitted Acquisition is entered into). 

“Total Assets” means, as of the date of any determination thereof, total assets of Holdings and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of such date. 
 “Total Credit Exposure” means, as to any Lender at any
time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. 
 “Total Outstandings” means the
aggregate Outstanding Amount of all Loans and all L/C Obligations. 
 “Total Revolving Credit Outstandings” means the
aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations. 
 “Trade Date” has the
meaning specified in Section 11.06(g). 
 “Transaction” means, collectively, (a) the entering into by the
Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are party, (b) the refinancing of certain outstanding Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement and the termination of
all commitments with respect thereto, (c) the declaration and payment of the Closing Date Dividend, and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing. 

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

“UCC” means the Uniform Commercial Code as in effect in the State of New York provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. 

  
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 “UCP” means, with respect to any Letter of Credit, the Uniform Customs and
Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

“Unfinanced Cash Capital Expenditures” means, for any period, the amount of Capital Expenditures made by Holdings and its
Subsidiaries during such period in cash, but excluding any such Capital Expenditures (i) financed with Indebtedness permitted under Section 7.02 (including any Capital Lease Obligations, but excluding Capital Expenditures purchased
with Revolving Credit Loans) or (ii) that constitute reinvestment of proceeds as contemplated by the proviso in the definition of “Net Cash Proceeds”. 

“United States” and “U.S.” mean the United States of America. 

“Unreimbursed Amount” has the meaning specified in Section 2.03(c). 

“U.S. Loan Party” means any Loan Party that is organized under the laws of one (1) of the states of the United States
and that is not a CFC. 
 “U.S. Person” means any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified in
Section 3.01(e)(ii)(B)(3). 
 “VAT” means value added tax within the meaning of Council Directive 2006/112/ EC
of 28 November 2006 on the common system of value added tax or any legislation in a member state of the European Union implementing such Council Directive and any other tax of a similar nature. 

“Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a
Eurodollar Rate floor or Base Rate floor or otherwise; provided that OID and upfront fees (but not any arrangement, structuring, commitment or other fees not shared by the Lenders generally) shall be equated to interest rate assuming a four-
(4-) year life to maturity. 
 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated,
extended, replaced, supplemented or otherwise modified (subject to any 

  
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restrictions on such amendments, extensions, replacements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any
and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one (1) or all)
parties constituting a Borrower, individually and/or in the aggregate. 
 (b) In the computation of periods of time from a specified date to
a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including.” 
 (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Holdings and its Subsidiaries
shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (B) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a
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effect to such change in GAAP. Without limiting the foregoing, for all purposes hereunder, leases shall continue to be classified and accounted for on a basis consistent with that reflected in
the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of Holdings and its
Subsidiaries or to the determination of any amount for Holdings and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Holdings is required to consolidate
pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 
 1.04 Rounding. Any financial
ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.05 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Pacific time
(daylight or standard, as applicable). 
 The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative
Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be
the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one (1) or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in
effect at such time. 
 1.07 Currency Equivalents Generally. 

(a) Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be
in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as
defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means 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. on the date two (2) Business Days prior to the
date of such determination; 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. 

  
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 (b) For purposes of determining compliance with Section 7.01, 7.02,
7.03, 7.05, 7.06 and 7.15 in the event that any Liens, Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness in a currency other than Dollars, no Default or Event of Default shall be
deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time Holdings or one (1) of its Subsidiaries is contractually obligated to incur, make or acquire such Indebtedness, Liens, Disposition,
Restricted Payment, Investments or prepayment of Indebtedness (so long as, at the time of entering into the contract to incur, make or acquire such Liens, Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness, it
was permitted hereunder) and once contractually obligated to be incurred, made or acquired, the amount of such Liens, Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness, shall be always deemed to be at the
Dollar amount on such date, regardless of later changes in currency exchange rates. 
 (c) Notwithstanding anything to the contrary,
(a) unless specifically stated otherwise herein, any dollar, number, percentage or other amount available under any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan
Documents may be accumulated, added, combined, aggregated or used together by any Loan Party and its Subsidiaries without limitation for any purpose not prohibited hereby, and (b) any action or event permitted by this Agreement or the other
Loan Documents need not be permitted solely by reference to one (1) provision permitting such action or event but may be permitted in part by one (1) such provision and in part by one (1) or more other provisions of this Agreement and
the other Loan Documents. 
 1.08 Accounting for Acquisitions and Dispositions. With respect to any Acquisition or Disposition, as
applicable, consummated after the Closing Date, the following shall apply: 
 (a) For each of the four (4) periods of four
(4) fiscal quarters ending next following the date of any acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis to the extent information in
sufficient detail concerning such historical results of such Person or assets is reasonably available, without giving effect to any cost savings other than Pro Forma Cost Savings; 

(b) For each of the four (4) periods of four (4) fiscal quarters ending next following the date of each acquisition, Consolidated
Interest Charges shall include the results of operations of the Person or assets so acquired determined on a historical pro forma basis to the extent information in sufficient detail concerning such historical results of such Person or assets
is reasonably available; provided, that, Consolidated Interest Charges shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with
such acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such acquisition (“Incremental Debt”) calculated (x) as if all such
Incremental Debt had been incurred as of the first day of such four (4) fiscal quarter period and (y) at the following interest rates: (I) for all periods subsequent to the date of the acquisition and for Incremental Debt assumed or
acquired in the acquisition and in effect prior to the date of acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, at the average daily rate applicable to
the Incremental Debt during all periods subsequent to the date of the acquisition; 

  
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 (c) For each of the four (4) periods of four (4) fiscal quarters ending next following
the date of any Disposition of a Subsidiary or all or substantially all of the assets of a Subsidiary (other than if such Disposition is to Holdings or another Subsidiary), (i) Consolidated EBITDA shall exclude the results of operations of the
Person or assets so disposed of on a historical pro forma basis, and which amounts shall include only adjustments reasonably satisfactory to the Administrative Agent; and 

(d) For each of the four (4) periods of four (4) fiscal quarters ending next following the date of any Disposition of a Subsidiary or
all or substantially all of the assets of a Subsidiary (other than if such Disposition is to Holdings or another Subsidiary), Consolidated Interest Charges shall be adjusted on a historical pro forma basis to eliminate interest expense
accrued during such period on (i) any Indebtedness repaid or assumed from the Subsidiary in connection with such Disposition or (ii) if such Disposition is of all of the Equity Interests of the Subsidiary, any Indebtedness of such
Subsidiary for which neither the Borrowers nor any other Subsidiary is directly or indirectly liable. 
 ARTICLE II 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01 The Loans. (a) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving
Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein. 
 (b) The Term A Borrowing. Subject to the terms and conditions set forth herein,
each Term A Lender severally agrees to make a single loan to the Borrowers on the Closing Date in Dollars in an amount not to exceed such Term A Lender’s Term A Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of
Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term A
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 

  
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 (c) Incremental Term Loans. Subject to Section 2.15, as set forth in any
Increase Joinder or other Additional Credit Extension Amendment entered into pursuant to Section 2.15, each Incremental Term Loan Lender party thereto severally agrees to make its portion of a term loan (each, an “Incremental
Term Loan”) in a single advance to the Borrowers in Dollars in the amount of its respective Incremental Term Loan Commitment as set forth in such Increase Joinder or such other Additional Credit Extension Amendment. Amounts repaid on any
Incremental Term Loan may not be reborrowed. Each Incremental Term Loan may be a Base Rate Loan or Eurodollar Rate Loan, as further provided herein. 

2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Revolving Credit Borrowing, each
conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Agent, which may be given by
(A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the
Administrative Agent not later than 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall
specify (i) whether the Borrowers are requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers
fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fail
to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan. 

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage under the applicable Facility of the applicable Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of the details
of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day 

  
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specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers; provided, however, that
if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment
in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above. 
 (c) Except as otherwise
provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, after the election of the Required Lenders, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans. 
 (d) The Administrative Agent shall promptly notify the Borrowers and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders
of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A
Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Term A Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the
other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Revolving Credit Facility. 

(f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrowers may select the Eurodollar Rate for the initial
Credit Extension. 
 (g) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the
portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent
and such Lender. 
 (h) Any Loan to a Dutch Borrower shall at all times be provided by a Lender that is a Non-Public Lender. 

2.03 Letters of Credit. (a) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon
the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit
for the account of the Borrowers or their Subsidiaries in Dollars, and to amend or extend Letters of Credit previously 

  
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issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate
in Letters of Credit issued for the account of the Borrowers or their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving
Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed
the Letter of Credit Sublimit. Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during
the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 

(i) The L/C Issuer shall not issue any Letter of Credit if: 

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve
(12) months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or 

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless
(x) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is cash collateralized or backstopped on terms and pursuant to arrangements reasonably satisfactory to the L/C Issuer. 

(ii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for
which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it; 
 (B) the issuance of the Letter of Credit would violate one (1) or more policies of the
L/C Issuer applicable to letters of credit generally; 

  
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 (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
the Letter of Credit is in an initial stated amount less than $50,000; 
 (D) the Letter of Credit is to be denominated in a
currency other than Dollars; 
 (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer
has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after
giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual
or potential Fronting Exposure, as it may elect in its sole discretion; or 
 (F) the Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing thereunder. 
 (iii) The L/C Issuer shall not
amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. 

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

(v) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and
the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer
with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b) Procedures for
Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrowers delivered to the L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of each of the Borrowers. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by
electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later
than 8:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as
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request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of
the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as
the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (1) the Letter of
Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrowers shall
furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may
reasonably require. 
 (i) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrowers and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless
the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that
one (1) or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the
Borrowers (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit
Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit. 
 (ii) If the
Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve- (12-) month period (commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve- (12-) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C
Issuer, the Borrowers shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall


  
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not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form
(as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before
the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any
Revolving Credit Lender or the Borrowers that one (1) or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

(iii) If the Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree
to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the
L/C Issuer, the Borrowers shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving
Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such
Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such
drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before
the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrowers that one (1) or more
of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such
reinstatement. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an
advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 8:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage
thereof. In such event, the Borrowers shall be deemed to have requested a Revolving Credit Borrowing of 

  
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Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice
given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. 
 (i) Each Revolving Credit Lender shall upon any notice pursuant to
Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable
Revolving Credit Percentage of the Unreimbursed Amount not later than 10:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving
Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 

(ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans
because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the
L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iii) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant
to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the
L/C Issuer. 
 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions
set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount
of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

  
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 (v) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other
provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 
 (d) Repayment of
Participations. At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds
of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent. 

(i) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender
shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

 (e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit
and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

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

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

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the
Borrowers or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrowers; 
 (v) honor of a demand
for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 
 (vi)
any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is
authorized by the UCC, the ISP or the UCP, as applicable; 
 (vii) any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or 
 (viii) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries. 

The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrowers will immediately notify the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid. 

  
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 (f) Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing
under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or
accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken
or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby
assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’
pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such
clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any
communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of Credit is
issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the
Borrowers for, and the L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied
to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements,
or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not
any Letter of Credit chooses such law or practice. 

  
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 (h) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily
amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 
 (i) Fronting Fee and Documentary and Processing
Charges Payable to L/C Issuer. The Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth (10th) Business Day after the end of each March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For
purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrowers shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable. 
 (j) Conflict with Issuer Documents. In the event of
any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
 (k) Letters of Credit
Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives
substantial benefits from the businesses of such Subsidiaries. 
 2.04 Swing Line Loans. (a) The Swing Line. Subject to
the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line
Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s


  
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Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it
has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate for the Revolving Credit Facility. Immediately upon the making of a Swing Line Loan, each Revolving
Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s
Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line
Borrowing shall be made upon the Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be
confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line
Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 11:00 a.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or
(B) that one (1) or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 12:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at their offices by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes 

  
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hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject
to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such
notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 11:00 a.m. on the day
specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for any reason any Swing Line
Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Revolving Credit
Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C)

  
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any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving
Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing
Line Loans, together with interest as provided herein. 
 (d) Repayment of Participations. 

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the
Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line
Lender. 
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan
is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender
shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to
the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers
for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 
 2.05 Prepayments. 

(a) Optional. 

(i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative
Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that
(A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 8:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal 

  
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amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be
prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s
Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein;
provided that notwithstanding anything to the contrary contained in this Agreement, Holdings may rescind any notice of prepayment under this Section 2.05 if such prepayment is conditioned on the occurrence of an event, which event shall
not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each
prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term A Facility and to the principal repayment installments thereof first, to the next four (4) principal repayment
installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date, except in connection
with a Qualified IPO) on a pro rata basis, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. 

(ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan
Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(iii) Upon the occurrence of a Repricing Transaction, the Borrowers shall, simultaneously therewith, pay to the Administrative
Agent, for the ratable account of each Term A Lender, a premium in an amount equal to (1) in the case of a Repricing Transaction described in clause (i) of such defined term, 1.0% of the aggregate principal amount of the Term A
Loans being prepaid, or (2) in the case of a Repricing Transaction described in clause (ii) of such defined term, 1.0% of the aggregate principal balance of the Term A Loans outstanding immediately prior thereto. 

  
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 (b) Mandatory. 

(i) Beginning with the fiscal year ending December 31, 2016, within ten (10) Business Days after financial statements
have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to (I) the
excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such
prepayments to be applied as set forth in clauses (vi) and (ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent
reduction in the Revolving Credit Commitment equal to the amount of such prepayment pursuant to Section 2.06(a); 

(ii) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or
(p) or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate
principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below);
provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent
on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two
hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such
Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent);
and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this
Section 2.05(b)(ii). 
 (iii) [Intentionally Omitted]. 

(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness
expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such
Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). 

(v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its
Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in
excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses
(vi)

  
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and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the
Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds
to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of
such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety
(90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth
in this Section 2.05(b)(v). 
 (vi) Each prepayment of Loans pursuant to the foregoing provisions of this
Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the
Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).

 (vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all
the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery
Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or
Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree
to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess
Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net
of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good
faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or
the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash
Flow, an amount equal to the Net 

  
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Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on
which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash
Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). 

(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time,
the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. 

(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be
applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be
used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the
Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. 
 (x) Upon
the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with
Section 2.05(a)(i). 
 2.06 Termination or Reduction of Commitments. 

(a) Optional. The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit
Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the
Administrative Agent not later than 8:00 a.m. one (1) Business Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $250,000 in excess
thereof and (iii) the Borrowers shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving
Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line
Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. 

(b) Mandatory. The aggregate Term A Commitments shall be automatically and permanently reduced to zero (0) on the date of the Term
A Borrowing. 

  
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 (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will
promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the
Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date
of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. 
 2.07 Repayment of
Loans. 
 (a) Term A Loans. The Borrowers shall repay to the Term A Lenders the aggregate principal amount of all Term A Loans
outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05
(it being acknowledged and agreed that any amounts prepaid pursuant to Section 2.05(a) in connection with a Qualified IPO shall reduce the amortization payments set forth in clause (y) below)): 

(x) to the extent that a Qualified IPO has not occurred: 
  

					
	 Date
	  	Amount	 
	 December 31, 2015
	  	$	1,137,500	  
	 March 31, 2016
	  	$	1,137,500	  
	 June 30, 2016
	  	$	1,137,500	  
	 September 30, 2016
	  	$	1,137,500	  
	 December 31, 2016
	  	$	1,137,500	  
	 March 31, 2017
	  	$	1,137,500	  
	 June 30, 2017
	  	$	1,137,500	  
	 September 30, 2017
	  	$	1,137,500	  
	 December 31, 2017
	  	$	1,137,500	  
	 March 31, 2018
	  	$	1,137,500	  
	 June 30, 2018
	  	$	1,137,500	  
	 September 30, 2018
	  	$	1,137,500	  
	 December 31, 2018
	  	$	812,500	  
	 March 31, 2019
	  	$	812,500	  
	 June 30, 2019
	  	$	812,500	  
	 September 30, 2019
	  	$	812,500	  
	 December 31, 2019
	  	$	812,500	  
	 March 31, 2020
	  	$	812,500	  
	 June 30, 2020
	  	$	812,500	  
	 Maturity Date
	  	$	35,662,500	  


  
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 ; or (y) to the extent that a Qualified IPO has occurred: 

 

					
	 Date
	  	Amount	 
	 December 31, 2015
	  	$	812,500	  
	 March 31, 2016
	  	$	812,500	  
	 June 30, 2016
	  	$	812,500	  
	 September 30, 2016
	  	$	812,500	  
	 December 31, 2016
	  	$	812,500	  
	 March 31, 2017
	  	$	812,500	  
	 June 30, 2017
	  	$	812,500	  
	 September 30, 2017
	  	$	812,500	  
	 December 31, 2017
	  	$	812,500	  
	 March 31, 2018
	  	$	812,500	  
	 June 30, 2018
	  	$	812,500	  
	 September 30, 2018
	  	$	812,500	  
	 December 31, 2018
	  	$	812,500	  
	 March 31, 2019
	  	$	812,500	  
	 June 30, 2019
	  	$	812,500	  
	 September 30, 2019
	  	$	812,500	  
	 December 31, 2019
	  	$	812,500	  
	 March 31, 2020
	  	$	812,500	  
	 June 30, 2020
	  	$	812,500	  
	 Maturity Date
	  	$	39,562,500	  

 provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the
Maturity Date for the Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date. 

(b) Revolving Credit Loans. The Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit
Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date. 
 (c) Swing Line Loans. The Borrowers
shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. 

2.08 Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under
a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility. To the extent that any calculation of interest
or any fee required to be paid under this Agreement shall be based on (or result in) a rate that is less than zero (0), such rate shall be deemed zero (0) for purposes of this Agreement. 

  
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 (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is
not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Upon the request of
the Required Lenders, while any Event of Default exists (other than as set forth in Sections 2.08(b)(i) and (b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon
demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other
times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

2.09 Fees. In addition to certain fees described in Sections 2.03(i) and (j): 

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance
with its Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit
Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of
the Aggregate Commitments for purposes of determining the Commitment Fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one (1) or more of the conditions in Article IV is
not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for
the Revolving Credit Facility. 
 (b) Other Fees. 

(i) The Borrowers shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in
the Agent Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

  
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 (ii) The Borrowers shall pay to the Arrangers, Lenders and Affiliates thereof for
their own respective accounts fees in the amounts and at the times specified in the Lender Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

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

 2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one (1) or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrowers and the interest, principal and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay
any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which
shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

 (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is


  
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owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be. 

(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 9:00 a.m. on the date of such 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 Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender
has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds
with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers 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 Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent,
then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to
the Administrative Agent. 
 (i) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrowers prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment,
the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due.
In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on


  
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demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it
to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative
Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit
Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund
participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under
Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section 11.04(c). 
 (e) Funding Source. Nothing herein shall be
deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties. 
 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the
Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and 

  
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payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations
owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the
Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in
Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant,
other than an assignment to Holdings, the Borrowers, any Subsidiary, or any Affiliate thereof (as to which the provisions of this Section shall apply). 

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such
participation. 
 2.14 Extensions of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary
in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Term Lenders of any Class of Term Loans or any Class of Revolving Credit Commitments, in each
case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Borrowers are hereby permitted
to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Credit Commitments of the applicable
Class and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term
Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”) and each group of Term Loans or Revolving Credit Commitments, as
applicable, in each case as so extended, as well as the original Term Loans and 

  
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the original Revolving Credit Commitments (in each case not so extended), being a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended
Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form
of an increase in the amount of any other then outstanding Class of Term Loans or Revolving Credit Commitments otherwise satisfying the criteria set forth below), so long as the following terms are satisfied: 

(i) [Intentionally Omitted]; 

(ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the
relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (“Extended Revolving Credit
Commitments”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving Credit Commitments (and related outstandings);
provided that at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than two (2) different maturity dates; 

(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and
participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrowers and set forth in the relevant Extension Offer), the Term Loans of any Lender (an
“Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer (except for covenants or other provisions
contained therein applicable only to periods after the then latest Maturity Date of any Class of Term Loans hereunder or, to the extent such Classes of Term Loans are later prepaid, the period after such prepayment); 

(iv) the final maturity date of any Extended Term Loans shall be no earlier than the final maturity date of the Class of Term
Loans subject to such Extension Offer and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to such final maturity date of the Term Loans subject to such Extension Offer may not be increased;

 (v) 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 Term Loans extended thereby; 
 (vi) any Extended Term Loans may participate on a pro
rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer; 

  
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 (vii) if the aggregate principal amount of the Class of Term Loans (calculated on
the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate
principal amount of Term Loans or Revolving Credit Commitments of such Class, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments of such Class, as the
case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such
Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; 
 (viii) the establishment
of any Extended Revolving Credit Commitments shall be accompanied by a reduction in the Revolving Credit Commitments in at least the amount of such Extended Revolving Credit Commitments; provided that any reduction in the Revolving Credit
Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of the Revolving Credit Commitments of any Lender providing an Extended Revolving Credit Commitment; 

(ix) all documentation in respect of such Extension shall be consistent with the foregoing and otherwise acceptable to the
Administrative Agent; and 
 (x) any applicable minimum extension condition required by the Borrowers shall be satisfied
unless waived by the Borrowers. 
 (b) With respect to all Extensions consummated by the Borrowers pursuant to Section 2.17(a),
(i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) there shall be not more than five (5) Classes of Extended Term Loans outstanding at any time.
The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or
Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 2.12 and
2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17. 

(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each
Lender agreeing to such Extension with respect to one (1) or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (ii) with respect to any Extension of any Class of Revolving Credit Commitments, the consent
of the L/C Issuer and Swing Line Lender (if such L/C Issuer or Swing Line Lender is being requested to issue letters of credit or make swing line loans with respect to the Class of Extended Revolving Credit Commitments). The Lenders hereby
irrevocably authorize the Administrative Agent to enter into an Additional Credit Extension Amendment to this Agreement and the other Loan Documents with the Borrowers and the other applicable Loan Parties as may be necessary in order to establish
new Classes in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new
Classes, in each case on terms consistent with this Section 2.17. 

  
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 (d) In connection with any Extension, the Borrowers shall provide the Administrative Agent at
least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other
adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the
purposes of this Section 2.14. 
 (e) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the
contrary. Notwithstanding any language to the contrary, no Lender’s Commitments may be extended without such Lender’s consent and any such decision whether to extend its Term Loan or Revolving Credit Commitment shall be in such
Lender’s sole and absolute discretion. 
 2.15 Increase in Commitments. 

(a) Request for Increase. The Borrowers may by written notice to the Administrative Agent on not more than four (4) occasions elect
to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Credit Commitment”) and/or (y) prior to the Maturity
Date for the Term A Loans, the establishment of one (1) or more new term loan commitments for an additional Class of term loans or as an increase to an existing Class of Term Loans (each, an “Incremental Term Commitment”), by
an aggregate amount not in excess of $30,000,000. Each Incremental Commitment shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period
within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders or such shorter period as the Borrowers and the Administrative Agent may
agree). 
 (b) Lender Elections to Increase. Each Lender may elect or decline, in its sole discretion, to provide any Incremental
Commitment and shall notify the Administrative Agent within such time period whether or not it agrees to provide any Incremental Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such
requested Incremental Commitment. Any Lender not responding within such time period shall be deemed to have declined to provide such Incremental Commitment. 

(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrowers and each Lender of the
Lenders’ responses to each request made hereunder. To the extent the Lenders have not agreed to provide Incremental Commitments in an amount sufficient to provide the full amount of the requested Incremental Commitments, subject to the approval
of the Administrative Agent, and, in connection with any Incremental Revolving Credit Commitment, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrowers may also invite additional Eligible
Assignees to become Lenders in order to provide, together with the existing Lenders providing Incremental Commitments, the aggregate requested Incremental Commitments. In order to become a Lender, each such additional Eligible Assignee shall execute
and deliver to the Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel (the “Increase Joinder”). Notwithstanding the provisions of Section 10.01, the
Increase Joinder or 

  
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other related Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.15. 
 (d)
Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. 

(e) Conditions to Effectiveness of Incremental Commitments. The Incremental Commitments shall become effective as of the Increase
Effective Date; provided that the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase and the use of
proceeds thereof (and assuming, in the case of an Incremental Revolving Credit Commitments, that the entire amount of such increase is funded), each of the following are satisfied: (A) the representations and warranties contained in Article
V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists, and (C) as of the last day of the most recent period for which financial statements have been
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, the Consolidated Leverage Ratio does not exceed the lesser of (x) 2.50:1.00, and (y) the Consolidated Leverage Ratio then permitted
pursuant to Section 7.11(a) ; provided, that notwithstanding the foregoing, solely to the extent the proceeds from an Incremental Term Commitment are incurred to fund a Permitted Acquisition, compliance with the forgoing
clauses (B) and (C) of this subsection (e) shall only be required to be satisfied as of the time of entering into of the definitive acquisition agreement governing such Permitted Acquisition so long as the
proceeds of such Incremental Term Loan are intended to and are used to substantially contemporaneously fund all or a portion of the consideration for a Permitted Acquisition consummated within ninety (90) days after the date of execution of the
acquisition agreement related thereto and assuming that such Permitted Acquisition is consummated substantially in accordance with the terms of such acquisition agreement (giving effect to any amendments that, taken as a whole, would not be
materially adverse to the Lenders). 
 (f) Adjustment of Revolving Credit Loans. To the extent the Commitments being increased on the
relevant Increase Effective Date are Incremental Revolving Credit Commitments, then, on such Increase Effective Date, (i) each relevant Revolving Credit Lender that is increasing its Revolving Credit Commitment shall make available to the
Administrative Agent such amounts in immediately available funds as such Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit Lenders, as being required in order to cause, after giving effect to such increase
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Revolving Credit Lenders, the outstanding Revolving Credit Loans (and risk participations in outstanding Swing Line Loans and Letter of Credit Exposure) to be held ratably by all Revolving Credit
Lenders in accordance with their respective revised Applicable Revolving Credit Percentages, (ii) the Borrowers shall be deemed to have prepaid and reborrowed the outstanding Revolving Credit Loans as of such Increase Effective Date to the
extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15, and
(iii) the Borrowers shall pay to the relevant Revolving Credit Lenders the amounts, if any, required pursuant to Section 3.05 as a result of such prepayment. 

(g) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

 (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein, in the Increase Joinder
or other related Additional Credit Extension Amendment, identical to the Term A Loans (it being understood that Incremental Term Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are
not identical to the Term A Loans (except to the extent permitted by clause 2.15(g)(iii)(iii), (iv), (v) or (vi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in
any event the Incremental Term Loans must comply with clause 2.15(g)(iii)(iii), (iv), (v) or (vi) below; 

(ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving
Credit Loans; 
 (iii) the scheduled principal amortization payments under each Incremental Term Loan shall be as set forth
in the related Increase Joinder or other related Additional Credit Extension Amendment; provided that the weighted average life to maturity of each Incremental Term Loan shall not be less than the remaining weighted average life to maturity
of the then existing Term A Loans; 
 (iv) the maturity date of each Incremental Term Loan shall be as set forth in the
Increase Joinder or other Additional Credit Extension Amendment; provided that such date shall not be earlier than the Maturity Date for the Term A Loans; 

(v) the Applicable Rate, fees and amortization schedule applicable to Incremental Term Loans shall be determined by the
Borrowers and the Lenders of the Incremental Term Loans and set forth in the related Increase Joinder or other related Additional Credit Extension Amendment; provided, that the Yield applicable to any Incremental Term Commitment will not be more
than 0.50% higher than the corresponding Yield for the existing Term A Loan unless the interest rate margin with respect to the existing Term A Loan is increased by an amount equal to the difference between the Yield with respect to the Incremental
Term Commitment and the corresponding Yield on the existing Term Loan minus 0.50%; 
 (vi) any Incremental Term Loans may
participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the Increase
Joinder or other Additional Credit Extension Amendment; and 

  
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 (vii) Schedule 2.01 shall be deemed revised to reflect the commitments and
commitment percentages of the Incremental Term Loan Lenders as set forth in the Increase Joinder or other Additional Credit Extension Amendment. 

(h) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty, except that the new Loans may be subordinated in
right of payment to the extent set forth in the Increase Joinder. 
 (i) Conflicting Provisions. This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary. 
 2.16 Cash Collateral. 

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to
Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases), following any request by the
Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the Case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to
Section 2.18 (a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the
Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free
and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer. 

(b) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all
balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at
any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than
the 

  
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Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one (1) or more Cash Collateral Accounts at Bank of America. The Borrowers shall pay on demand therefor
from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.16 or Sections 2.04, 2.05, 2.06, 2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line
Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein. 
 (d) Release. Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess
Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the
other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other
obligations. 
 2.17 Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01 and in the definition of “Required
Lender”. 
 (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, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 10.08 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 hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure


  
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with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers 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; fifth, if so determined by the Administrative Agent and the Borrowers, to
be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C
Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the
Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the
Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the
Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay
amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. 

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

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a
Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16. 

(C) With respect to any fee payable under Section 2.09(a) or (b) or any Letter of Credit Fee not
required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting 

  
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Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been
reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable
to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting
Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s
Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver
or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure
following such reallocation. 
 (v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in
clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to
the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16. 

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a
Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with
respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the
Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to
Section 2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
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 2.18 Joint and Several. The Obligations of the Borrowers hereunder and under the other
Loan Documents are joint and several. Without limiting the generality of the foregoing: 
 (a) Anything herein or in any other Loan Document
to the contrary notwithstanding, the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Borrower under applicable foreign, federal and state Laws
relating to the insolvency of debtors (after giving effect to the right of contribution established in clause (b) below); 
 (b)
Each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any payment made hereunder, such Borrower shall be entitled to seek and receive contribution from and against any other Borrower
hereunder which has not paid its proportionate share of such payment. Each Borrower’s right of contribution shall be subject to the terms and conditions of clause (c) below. The provisions of this clause (b) shall in no
respect limit the obligations and liabilities of any Borrower to the Administrative Agent and the Lenders, and each Borrower shall remain liable to the Administrative Agent and the Lenders for the full amount borrowed by such Borrower hereunder.

 (c) Notwithstanding any payment made by any Borrower hereunder or any set-off or application of funds of any Borrower by the
Administrative Agent or any Lender, no Borrower shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any other Borrower or any collateral security or guaranty or right of offset held by the
Administrative Agent or any Lender for the payment of the Obligations, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by such Borrower hereunder, until all of
the Obligations are paid in full. If any amount shall be paid to any Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Borrower in trust for the
Lenders, segregated from other funds of such Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 
 2.19 Borrower
Representative. Each Borrower hereby designates and appoints Ichor Systems (the “Borrower Representative”) as its representative and agent on its behalf for the purposes of issuing Committed Loan Notices (each such notice to be
submitted as soon as practicable after receipt of a request to do so by a Borrower), delivering certificates (including Compliance Certificates), giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving
all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Borrower
Representative hereby accepts such appointment. The Administrative Agent and the Lenders may regard any notice or other communication pursuant to any Loan Document from the Borrower Representative as a notice or communication from all Borrowers.
Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the
same extent as if the same had been made directly by such Borrower. 

  
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 2.20 Designated Lenders. ¶Each of the Administrative Agent, the L/C Issuer, the
Swingline Lender and each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided that any exercise of such option
shall not affect the obligation of such Borrowers to repay any Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that in the case of an Affiliate or branch of a Lender, all
provisions applicable to a Lender that would be applicable with respect to Credit Extensions actually provided by such Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender;
provided that for the purposes only of voting in connection with any Loan Document, any participation by any Designated Lender in any outstanding Credit Extension shall be deemed a participation of such Lender. 

ARTICLE III 
 TAXES,
YIELD PROTECTION AND ILLEGALITY 
 3.01 Taxes. 

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be
made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the
Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, as applicable. 

(ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including
both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Administrative Agent shall withhold or make such deductions as are determined by such Loan Party or the Administrative Agent
to be required based upon the information and documentation it has received pursuant to subsection (e) below, as applicable, (B) such Loan Party or the Administrative Agent shall timely pay the full amount withheld or deducted to
the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so
that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have
received had no such withholding or deduction been made. 
 (iii) If any Loan Party or the Administrative Agent shall be
required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it
to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such 

  
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Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such
Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

 (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Loan Parties
shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and
shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the
Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required
pursuant to Section 3.01(c)(ii) below. 
 (ii) Each Lender and the L/C Issuer shall, and does hereby, severally
indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan
Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).


  
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 (d) Evidence of Payments. Upon the request by the Borrowers or the Administrative Agent,
as the case may be, as soon as reasonably practicable after any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver to the
Administrative Agent, or the Administrative Agent shall deliver to the Borrowers, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws
to report such payment or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 3.01(e)(ii)(A), (ii)(B), (ii)(D) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person, 
 (A) any Lender that is a U.S.
Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the
Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the
Administrative Agent), whichever of the following is applicable: 

  
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 (1) in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty 

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

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of
the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and
(y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or 
 (4) to the extent a Foreign Lender is not
the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one (1) or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner; 

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

  
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 (D) if a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender agrees
that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the
Administrative Agent in writing of its legal inability to do so. 
 (iv) If Bank of America shall assign its role as
Administrative Agent to a successor Administrative Agent that is not a U.S. Person (including any foreign branch of Bank of America that is not a U.S. Person), such successor Administrative Agent (in its capacity as Administrative Agent) shall, to
the extent applicable, provide to the Borrowers executed, properly completed originals of Form W-8IMY (together with any required attachments) on or before the date such successor Administrative Agent becomes the Administrative Agent hereunder. 

(v) For purposes of this Section 3.01(e), any reference to “Lender” or “Foreign Lender” shall include
a domestic or foreign L/C Issuer, as applicable. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for
the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with
respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a
Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Loan Party, upon the 

  
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request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in
the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant
to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Loan Party or any other Person. 
 (g) VAT. 

(i) All amounts set out or expressed to be payable under a Loan Document or Foreign Obligation Loan Document by any Loan Party
which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT is or becomes chargeable on any supply made by any Lender, Foreign Obligation Provider, L/C Issuer
or Related Party thereof to any Loan Party under a Loan Document or Foreign Obligation Loan Document, and such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) is required to account to the relevant tax
authority for the VAT, that Loan Party shall pay to such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount
of such VAT (and such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) must promptly provide to that Loan Party an appropriate VAT invoice relating to that VAT complying with the relevant law). 

(ii) Where a Loan Document or Foreign Obligation Loan Document requires any Loan Party to reimburse or indemnify a Lender,
Foreign Obligation Provider, L/C Issuer or Related Party thereof for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) the Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof for the full
amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof reasonably determines that it is entitled to credit or repayment in
respect of such VAT from the relevant Tax Authority. 
 (h) Survival. Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations. 

  
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 3.02 Illegality; Designated Lenders. 

(a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative
Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loans or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and
(ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the
Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert
all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate
component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. 

(b) If, in any applicable jurisdiction, the Administrative Agent, the L/C Issuer or any Lender or any Designated Lender determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer or any Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under
any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Credit Extension, such Person shall promptly notify the Administrative
Agent and then, upon the Administrative Agent notifying the Borrower Representative and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such
Credit Extension shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, (A) repay that Person’s participation in the Loans or other applicable Obligations on the
last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Borrower Representative or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent
(being no earlier than the last day of any applicable grace period permitted by applicable Law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality. 

  
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 3.03 Inability to Determine Rates. If, in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period
of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed
Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the affected Lender determines that for any reason the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding
sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the
Required Lenders revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or
Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause(a)(i) of this section, the
Administrative Agent, in consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted
Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the affected Lender notifies the
Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge
interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof. 

3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; 

  
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 (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes,
(B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its
deposits, reserves, other liabilities or capital attributable thereto; or 
 (iii) impose on any Lender or the L/C Issuer or
the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest
on which is determined by reference to the Eurodollar Rate (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender
or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any
Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C
Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C
Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. 
 (c) Mandatory Costs. If
any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as a
percentage rate per annum and shall be payable on the full amount of the applicable Obligations. 
 (d) Certificates for
Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or
(b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten ( 10)
days after receipt thereof. 

  
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 (e) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to
demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as
the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the nine- (9-) month period referred to above shall be extended to include the period of retroactive effect thereof). 

(f) Reserves on Eurodollar Rate Loans. The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal
to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrowers shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice. 
 3.05
Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it
as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any
failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers; or 

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrowers pursuant to Section 11.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded. 

  
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 3.06 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through any Lending Office,
provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires
the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then at the request of the Borrowers such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the
case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C
Issuer in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and in each case, such
Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13. 

3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate
Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 
 ARTICLE IV 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the following,
each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 

  
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 (i) executed counterparts of this Agreement, sufficient in number for
distribution to the Administrative Agent, each Lender and the Borrowers; 
 (ii) a Note executed by the Borrowers in favor of
each Lender requesting a Note; 
 (iii) a security agreement, in substantially the form of Exhibit G (together with
each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security and Pledge Agreement”), duly executed by each domestic Loan Party, together with:

 (A) certificates and instruments representing the securities collateral referred to therein accompanied by undated stock
powers or share transfer forms or instruments of transfer executed in blank, 
 (B) proper UCC financing statements in form
appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security and Pledge Agreement, covering the Collateral
described in the Security and Pledge Agreement, 
 (C) certified copies of UCC, United States Patent and Trademark Office and
United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing
statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized, incorporated or maintains its principal place of business and such other searches that are
required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), 

(D) to the extent applicable in the relevant jurisdiction, certified copy of the (i) register of mortgages and charges or
equivalent document of each non-U.S. Loan Party and (ii) register of members of each non-U.S. Loan Party, each referencing the security created by each Loan Party in the Loan Documents; 

(E) a Perfection Certificate, in substantially the form of Exhibit H, duly executed by each of the Loan Parties; 

(F) the Dutch Collateral Documents; 

(G) the Singapore Collateral Documents; and 

(H) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in
order to perfect the Liens created under the Security and Pledge Agreement, Dutch Collateral Documents and Singapore Collateral Documents have been, or substantially concurrently therewith will be, taken (including receipt of duly executed payoff
letters and UCC-3 termination statements); 

  
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 (iv) a Copyright Security Agreement, Patent Security Agreement and Trademark
Security Agreement (as each such term is defined in the Security and Pledge Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as
amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party party thereto, together with evidence that all action that the Administrative Agent may deem reasonably necessary or desirable in order to
perfect the Liens created under the Intellectual Property Security Agreement has been taken; 
 (v) such written resolutions,
minutes of meetings, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (i) approving the entry into this Agreement
and the other Loan Documents to which such Loan Party is a party or is to be a party and (ii) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; 
 (vi) to the extent
applicable in the relevant jurisdiction, such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; 

(vii) a favorable opinion of Kirkland & Ellis LLP, counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; 

(viii) a favorable opinion of NautaDutilh, local counsel in the Netherlands, addressed to the Administrative Agent and each
Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; 

(ix) a favorable opinion of Clifford Chance Pte. Ltd., local counsel in Singapore to the Administrative Agent, addressed to the
Administrative Agent and each Lender, as to such matters concerning the Loan Parties incorporated in Singapore and the Loan Documents governed by Singapore law as the Required Lenders may reasonably request; 

(x) a certificate of a Responsible Officer of the Borrower Representative either (A) attaching copies of all consents,
licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a
party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 

  
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 (xi) a certificate signed by a Responsible Officer of the Borrower Representative
certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could
be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; 
 (xii) certificates
attesting to the Solvency of the Loan Parties and their Subsidiaries taken as a whole after giving effect to the Transaction, from a Responsible Officer of the Borrower Representative, substantially in the form of Exhibit I; 

(xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect,
together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or lenders loss payee, as the case may be, under all insurance policies (including flood insurance policies)
maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; 
 (xiv) evidence that
the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; 

(xv) a letter indicating the appointment by Holdings of, and the consent by the Singapore Loan Party to serve, as agent for
service of process by Holdings in connection with the charge over shares dated on or about the date of this agreement made between Holdings and the Administrative Agent; and 

(xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the
Swing Line Lender or any Lender reasonably may require. 
 (b) (i) All fees required to be paid to the Administrative Agent and the Arrangers
on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. 

(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the
Administrative Agent). 
 (d) There shall not have occurred since December 31, 2014 any event or condition that has had or could
reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. 

  
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 (e) Holdings and its Subsidiaries shall have a pro forma Consolidated Leverage Ratio of no
greater than 2.60:1.00 after giving effect to the Transaction, as evidenced by a certificate delivered by Holdings to the Agent on the Closing Date, which certificate shall set forth the calculation of such Consolidated Leverage Ratio. 

(f) Each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such Lender in order to
execute and perform the transactions contemplated by the Loan Documents. 
 (g) After giving effect to the Revolving Credit Borrowings on the
Closing Date, the Total Revolving Credit Outstandings shall not exceed $10,000,000. 
 (h) The Administrative Agent and the Lenders shall
have received copies of the financial statements referred to in Section 5.05, each in form and substance satisfactory to each of them. 

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance
with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

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

(a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or
which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material”
or “Material Adverse Effect”) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material
respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of such earlier date. 

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. 

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension. 

  
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 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized or
formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents
and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and consummate the Transaction, and (c) is duly qualified and
is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in
clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such
Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any
of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, except to the extent in the case of clause (b)(i) that such failure
could not reasonably be expected to have a Material Adverse Effect; or (c) violate any Law. 
 5.03 Governmental Authorization;
Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the first priority nature thereof subject to Permitted Liens) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in
respect of the Collateral pursuant to the Collateral Documents, except for (i) the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, (ii) the authorizations, approvals, actions, notices and filings
which have been duly obtained, taken, given or made and are in full force and effect, (iii) such actions as may be required by Laws affecting the offering and sale of securities, and (iv) such actions as may be required by applicable
foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries. 

  
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 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party,
enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The choice of the relevant governing Laws of the Loan documents will be recognized and enforced in each Loan
Party’s jurisdiction of incorporation. 
 5.05 Financial Statements; No Material Adverse Effect. (a) The Audited Financial
Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings
and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for Taxes,
material commitments and Indebtedness. 
 (b) The unaudited consolidated balance sheets of Holdings and its Subsidiaries dated June 30,
2015, and the related consolidated statements of income or operations, and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 
 (c)
Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

(d) The consolidated pro forma balance sheets of Holdings and its Subsidiaries as at June 30, 2015, and the related consolidated
pro forma statements of income and cash flows of Holdings and its Subsidiaries for the three (3) months then ended, certified by the chief financial officer or treasurer of each of the Borrowers, copies of which have been furnished to
each Lender, fairly present in all material respects the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries
for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. 
 (e) The consolidated
forecasted balance sheets, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were believed by Holdings to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ best estimate of its future financial condition
and performance. 

  
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 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or,
to the knowledge of the Borrowers after due and diligent investigation, threatened, or contemplated at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Subsidiaries or against any of their
properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
 5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under
or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 5.08 Ownership of Property. Each Loan
Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.08 sets forth as of the date hereof (a) all real property owned by each Loan Party and each of its Subsidiaries, showing as of the
date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof and (b) all leases of real property under which any Loan Party or any Subsidiary is the lessee, showing as of the date hereof the
street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. 
 5.09
Environmental Compliance. 
 Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect: 
 (a) Except as otherwise specifically disclosed in Part A of Schedule 5.09, the Loan Parties and their respective
Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and no claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses,
operations and properties of any Loan Party or their respective Subsidiaries are pending or threatened. 
 (b) Except as otherwise set forth
in Part B of Schedule 5.09, (i) none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any
analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the best knowledge of the Loan Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the
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property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on, at or in any property currently owned or
operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been Released on, at, under or from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries. 

(c) Except as otherwise set forth on Part C Schedule 5.09, (i) neither any Loan Party nor any of its Subsidiaries is
undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at,
on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or
stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in compliance with all Environmental Laws. 

(d) Except as otherwise set forth on Part D of Schedule 5.09(d), the Loan Parties and their respective Subsidiaries:
(i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of
their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental
Permits; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any additional Environmental permits that may be required of
any of them will be timely obtained and complied with, without material expense, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

 5.10 Insurance. The properties of Holdings and its Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where each Borrower or the
applicable Subsidiary operates. 
 5.11 Taxes. The Loan Parties and each of their Subsidiaries have timely filed all income and other
material tax returns and reports required to be filed, and have timely paid all income and other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties,
income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. As of the date hereof, there
is no proposed material tax assessment or other claim against, and no material tax audit with respect to, Holdings or any Subsidiary. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement with any Person other than
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 5.12 ERISA Compliance. Except where such failure could not reasonably be expected to have
a Material Adverse Effect: 
 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and
other Federal or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is
qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is
currently being processed by the Internal Revenue Service. To the best knowledge of the Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

(b) There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect. 
 (c) (i) No ERISA Event has occurred, and neither any Borrower nor any ERISA
Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension
Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither any Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the
funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and
there are no premium payments which have become due that are unpaid; (iv) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no
Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate
any Pension Plan. 
 (d) Neither any Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to
contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement. 

(e) With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or
Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”): 

(i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or
any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; 

  
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 (ii) the fair market value of the assets of each funded Foreign Plan, the
liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the
date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted
accounting principles; and 
 (iii) each Foreign Plan required to be registered has been registered and has been maintained
in good standing with applicable regulatory authorities. 
 5.13 Subsidiaries; Equity Interests; Loan Parties. As of the Closing
Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and
non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liens. All of the outstanding Equity Interests in the Borrowers have been validly
issued, are fully paid and non-assessable and are owned by the Persons and in the amounts specified on Part (b) of Schedule 5.13 free and clear of all Liens except Permitted Liens. As of the Closing Date, set forth on Part
(c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S.
taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. 

5.14 Margin Regulations; Investment Company Act. (a) The Loan Parties are not engaged and will not engage, principally or as one
(1) of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b) None of Holdings or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act
of 1940. 
 5.15 Disclosure. The Loan Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments
and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The reports,
financial statement, certificates and other written information (other than projections, estimates and other forward-looking statements and general economic and industry information) furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, when taken as a whole, at the Closing Date (in the case of all previously
delivered information) or at the time furnished (in the case of all other reports, financial statements, certificates or other information), contains any material misstatement of fact or omitted to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent that such information was prepared in


  
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good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections are not to be viewed as facts or as a guarantee of performance or
achievement of any particular results and that actual results may vary from actual results and that such variances may be material and that no assurance can be given that the projected results will be realized. 

5.16 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

5.17 Intellectual Property; Licenses, Etc. Except to the extent such failure could not reasonably be expected to have a Material
Adverse Effect, each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights
(collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses (which IP Rights are set forth on Schedule 5.17) , to the best knowledge of the Borrowers without conflict with the
rights of any other Person. To the best knowledge of the Borrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party or any of its Subsidiaries infringes upon any
rights held by any other Person, except where such infringement could not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.17, no claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Borrowers, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

5.18 Solvency. The Loan Parties and their Subsidiaries are, on a consolidated basis, Solvent. 

5.19 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), condemnation or eminent domain proceeding that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.20 Labor Matters. There are no
collective bargaining agreements or Multiemployer Plans covering the employees of any of Holdings or any Subsidiaries as of the Closing Date and none of the Borrowers nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other
material labor difficulty within the last five (5) years. 
 5.21 Works Council. No works council (ondernemingsraad) has
been established or is in the process of being established with respect to the business of Holdings. 

  
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 5.22 OFAC; Sanction Concerns. Neither the Loan Parties, nor any of their Subsidiaries,
nor, to the Loan Parties’ knowledge, any director, officer or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) the subject or target of any Sanctions,
(ii) included on the then-current OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions
authority or (iii) located, organized or resident in a Designated Jurisdiction. 
 5.23 Anti-Corruption Laws. The Loan Parties
and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, in each case to the extent
applicable, and have instituted and maintained policies and procedures designed to promote and achieve compliance in all material respects with such laws. 

ARTICLE VI 
 AFFIRMATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied (other than unasserted contingent indemnity and reimbursement obligations and obligations under Secured Cash Management Agreement and Secured Hedging Agreements), or any Letter of Credit shall remain outstanding (other than Letters of
Credit that have been Cash Collateralized), the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to: 

6.01 Financial Statements. Deliver to the Administrative Agent (for itself and each Lender): 

(a) within one hundred twenty (120) days after the end of each fiscal year of Holdings (commencing with the fiscal year ending
December 31, 2015), a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in
shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to
be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception (except as the result of the impending maturity of any of the
Obligations) as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Holdings to the effect that such statements are fairly stated in all
material respects when considered in relation to the consolidated financial statements of Holdings and its Subsidiaries. 
 (b) within
forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and
the related consolidated and consolidating 

  
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statements of income or operations and cash flows for such fiscal quarter and for the portion of Holdings’ fiscal year then ended, setting forth in each case in comparative form the figures
for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial
officer, treasurer or controller of Holdings as fairly presenting in all material respects the financial condition, results of operations, and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Holdings to the effect that such statements are fairly stated in all
material respects when considered in relation to the consolidated financial statements of Holdings and its Subsidiaries; and 
 (c) as soon
as reasonably available but in any event within sixty (60) days after the end of each fiscal year of Holdings, an annual business plan and budget of Holdings and its Subsidiaries on a consolidated basis, including forecasts prepared by
management of the Borrowers, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Subsidiaries on a quarterly basis for the immediately
following fiscal year (including the fiscal year in which the Maturity Date for the Term A Facility occurs). 
 As to any information
contained in materials furnished pursuant to Section 6.02(d), the Borrowers shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrowers to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. 

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender: 

(a) [Intentionally Omitted]; 
 (b)
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or
controller of Holdings (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all
purposes) and (ii) a copy of management’s discussion and analysis with respect to such financial statements; 
 (c) promptly after
any request by the Administrative Agent or any Lender, copies of any detailed audit reports, final management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by
independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them; 

  
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 (d) promptly after the same are available, copies of all annual, regular, periodic and special
reports and registration statements which the Borrowers may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise
required to be delivered to the Administrative Agent pursuant hereto; 
 (e) [Intentionally Omitted]; 

(f) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a report summarizing the insurance coverage
(specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; 

(g) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of
each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational
results of any Loan Party or any Subsidiary thereof; 
 (h) [Intentionally Omitted]; 

(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or
any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; 

(j) concurrently with the delivery of the financial statements pursuant to Section 6.01(a), (i) a report supplementing
Schedule 5.08, including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant
jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such
other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all
patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party or any Subsidiary thereof during such fiscal year and (B) a list of all patent applications, trademark applications, service mark applications, trade name
applications and copyright applications submitted by any Loan Party or any Subsidiary thereof during such fiscal year and the status of each such application; and (iii) a report supplementing Schedule 5.13 containing a description of all
changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of each of the Borrowers and to be in a form reasonably satisfactory to
the Administrative Agent; and 
 (k) promptly, such additional information regarding the business, financial, legal or corporate affairs of
any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request (provided that no Loan Party shall be required to disclose any
information if such disclosure would breach any confidentiality obligation of such Loan Party or any of its Subsidiaries or result in the waiver of attorney-client privilege). 

  
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 Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrowers’ 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: (i) the Borrowers shall
deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or its
Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C
Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its securities for purposes of United States Federal and
state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and 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 Side Information.” 

  
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 6.03 Notices. Promptly notify the Administrative Agent and each Lender upon a Responsible
Officer obtaining knowledge thereof: 
 (a) of the occurrence of any Default; 

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

(c) of any occurrence of, or change in, any dispute, litigation, proceeding or suspension that could reasonably be expected to result in an
Event of Default; 
 (d) of the occurrence of any ERISA Event; 

(e) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any
determination by the Borrowers referred to in Section 2.10(b); and 
 (f) of the (i) occurrence of any Disposition of
property or assets for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (ii) incurrence or issuance of any Indebtedness for which the Borrowers are required to make a mandatory
prepayment pursuant to Section 2.05(b)(iv), and (iii) receipt of any Casualty/Condemnation Receipt for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.0(b)(v). 

Each notice pursuant to Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible
Officer of each of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 
 6.04 Payment
of Tax Obligations. (a) (a) Pay and discharge as the same shall become due and payable, all material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are
being maintained by the Borrowers or such Subsidiary or the same could not reasonably be expected to have a Material Adverse Effect; and (b) timely file all material tax returns required to be filed. 

6.05 Preservation of Existence, Etc. (a) (a) Preserve, renew and maintain in full force and effect its legal existence and
good standing under the Laws of the jurisdiction of its organization or incorporation except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

  
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 6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted; (b) make all necessary repairs thereto and renewals and replacements
thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrowers,
insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons and all such insurance shall, subject to Section 6.24 (a) provide for not less than thirty (30) days’ prior notice (or ten (10) days’ in the case of non-payment) to the
Administrative Agent of termination, lapse or cancellation of such insurance unless such insurer has internal policies against providing such notice, (b) name the Administrative Agent as mortgagee (in the case of property insurance) or
additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable and (c) be reasonably satisfactory in all other respects to the Administrative Agent. 

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
 6.09 Books and
Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or such
Subsidiary, as the case may be. 
 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative
Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided,
however, that when an Event of Default exists the Administrative Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business
hours and without advance notice; provided further that unless an Event of Default has occurred and is continuing, only one (1) such visit per fiscal year shall be at the Borrowers’ expense; provided that the Lenders may at their
sole cost and expense accompany the Administrative Agent on any visit or inspection. 

  
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 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate
purposes not in contravention of any Law or of any Loan Document. 
 6.12 Covenant to Guarantee Obligations and Give Security.
(a) (a) Upon the formation or acquisition or other designation of any new direct or indirect Material Subsidiary by any Loan Party, then the Borrowers shall, at the Borrowers’ expense: 

(i) within the Collateral Delivery Period after such formation or acquisition (or such later date as the Administrative Agent
may agree) or designation, cause such Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary that is a Loan Party (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty
or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent and such Material Subsidiary, guaranteeing the other Loan Parties’ obligations under the Loan Documents, 

(ii) within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), furnish to the Administrative Agent a description of the real and personal properties of such Material Subsidiary, in detail satisfactory to the Administrative Agent, 

(iii) within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary that is a Loan Party (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of
trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Perfection Certificate, IP Security Agreements and other security and pledge agreements, as specified by and in form
and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in
Section 4.01(a)(iii) and Section 4.01(a)(iv)(G)), securing payment of all the Obligations of such Material Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and
personal properties constituting Collateral (other, for the avoidance of doubt, real property that does not constitute Material Real Property or Excluded Assets), 

(iv) within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary that is a Loan Party (if it has not already done so) to take whatever action (including the recording of mortgages, the
filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of
the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement
Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, 

  
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 (v) within sixty (60) days after such formation or acquisition or
designation (or such later date as the Administrative Agent may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion at least fifteen (15) days prior thereto, a signed copy of a
favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and
(iv) above, and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent shall not require counsel for the Loan Parties to provide a legal opinion in any jurisdiction where it is
uncustomary to do so, and 
 (vi) as promptly as practicable after such formation or acquisition or designation, deliver,
upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of Material Real Property located in the United States and owned by the entity that is the subject of such formation or
acquisition title policies, surveys and engineering, soils and other reports, and existing environmental assessment reports and flood certification documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent,
provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Material Real Property, such items shall, promptly after the
receipt thereof, be delivered to the Administrative Agent. 
 (b) Upon the acquisition of any property by any Loan Party, if such property
shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject to Permitted Liens and agreed carve-outs), then the Borrowers shall, at the
Borrowers’ expense: 
 (i) within the Collateral Delivery Period after such acquisition (or such later date as the
Administrative Agent may agree), furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent, 

(ii) within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree),
cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security
Agreement supplements and other security and pledge agreements (including instruments of the type specified in Section 4.01(a)(iv)(G)), as specified by and in form and substance reasonably satisfactory to the Administrative Agent,
securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties constituting Collateral (other, for the avoidance of doubt, real property that does not constitute Material
Real Property or Excluded Assets), 
 (iii) within the Collateral Delivery Period after such acquisition (or such later date
as the Administrative Agent may agree), cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents)
may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all
third parties, 

  
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 (iv) within sixty (60) days after such acquisition (or such later date as
the Administrative Agent may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties,
of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request;
provided that the Administrative Agent shall not require counsel for the Loan Parties to provide a legal opinion in any jurisdiction where it is uncustomary to do so, and 

(v) as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Administrative Agent
in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and existing environmental assessment reports and flood certification documents, each in scope,
form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such
real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, 
 (c) At any time upon
request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) as the
Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement
Supplements, IP Security Agreements and other security and pledge agreements. 
 (d) Notwithstanding the foregoing or anything else herein to
the contrary, (i) if the Administrative Agent determines in its reasonable discretion that the cost to the Loan Parties of obtaining a security interest in the personal property of a Subsidiary is overly burdensome in relation to the benefit to
the Secured Parties of obtaining such security interest, the Administrative Agent may consent to the delivery of a less onerous form of collateral, including but not limited to a pledge of the Equity Interests of such Subsidiary and (ii) no
mortgages shall be required on any leasehold interests. 
 (e) Notwithstanding the foregoing or any Loan Agreement to the contrary,
(1) no direct or indirect Subsidiary of any Borrower shall be required to become a Guarantor or grant Liens on its assets if (i) such Subsidiary is prohibited from guaranteeing the Obligations (x) by applicable law, rule regulation or
by any contractual obligation (to the extent not created for such purpose) existing on the Closing Date or (y) by applicable law, rule, regulation or by any contractual obligation (to the extent not created for such purpose) existing at the
time of acquisition of such Subsidiary after the Closing Date, for so long as such prohibition exists or (ii) such Subsidiary 

  
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which would require governmental or regulatory consent, approval, license or authorization to provide a guarantee, unless such consent, approval, license or authorization has been received;
(2) neither a CFC nor a CFC Holdco shall be required to be a Guarantor of any Obligations of a U.S. Loan Party; (3) the security for the Obligations of the U.S. Loan Parties shall include 65% of the voting Equity Interests (and 100% of the
non-voting Equity Interests) of each first-tier CFC and each CFC Holdco; and (4) none of the assets of any CFC or CFC Holdco shall be pledged as security for payment of the Obligations of the U.S. Loan Parties, except that in the case of a CFC
Holdco, the security for the Obligations of a U.S. Loan Parties shall include 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests) of each first-tier CFC owned directly by such CFC Holdco; provided that this
paragraph (e) shall not apply to a CFC or CFC Holdco if such CFC or CFC Holdco is a guarantor of any other indebtedness of any U.S. Loan Party. 

6.13 Compliance with Environmental Laws. Except where such failure could not reasonably be expected to result in a Material Adverse
Effect : (i) comply, and require and take commercially reasonable steps to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental
Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and properties; and (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action
necessary to address all Hazardous Materials at, on, under or emanating from any of properties owned, leased or operated by it in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrowers
nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being
maintained with respect to such circumstances in accordance with GAAP. 
 6.14 [Intentionally Omitted]. 

6.15 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent,
(a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register
and re-register any and all such further acts, deeds, certificates, assurances and other instruments (including promptly completing any registration or stamping of documents as may be applicable) as the Administrative Agent, or any Lender through
the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any
of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) subject to the limitations on perfecting and protecting Liens set forth herein and
in the other Loan Documents perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve,
protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to
which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. 

  
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 6.16 [Intentionally Omitted]. 

6.17 [Intentionally Omitted]. 

6.18 Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the
location of any Loan Party’s chief executive or registered office, (iii) in any Loan Party’s identity or organizational structure, or (iv) in any Loan Party’s jurisdiction of organization or incorporation (in each case,
including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than fifteen (15) (or less if
acceptable to the Administrative Agent) days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing
such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection
and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent with certified Organization Documents
reflecting any of the changes described in the preceding sentence. 
 (b) Concurrently with the delivery of financial statements pursuant to
Section 6.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement (except as noted therein with respect to any continuation statements to be filed within such period). 

6.19 [Intentionally Omitted]. 

6.20 Cash Collateral Accounts. Maintain, and cause each of the other Loan Parties (other than Ichor Systems Singapore Pte. Ltd.) to
maintain, all Cash Collateral Accounts with Bank of America, but only to the extent that Bank of America agrees to provide such accounts to the Loan Parties. 

6.21 Deposit Accounts. No later than one hundred eighty (180) days following the Closing Date (or such later date as the
Administrative Agent may agree), each U.S. Loan Party shall maintain a Lender as such Person’s principal domestic depository bank. 

6.22 Anti-Corruption Laws and Sanctions. Conduct its business in compliance with the United States Foreign Corrupt Practices Act of
1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation and Sanctions, in each case to the extent applicable and (b) implement and maintain in effect policies and procedures designed to ensure compliance in all material
respects by Holdings and its Subsidiaries and their respective directors, officers, employees and agents with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation and
Sanctions, in each case to the extent applicable. 
 6.23 Centre of Main Interest and Establishments. Holdings shall not, without the
prior written consent of the Administrative Agent, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of the Insolvency Regulation) to be situated outside of its jurisdiction of incorporation, or
cause it to have an establishment (as that term is used in Article 2(h) of the Insolvency Regulation) situated outside of its jurisdiction of incorporation. 

  
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 6.24 Post-Closing Matters. Borrowers shall, and shall cause each of their Subsidiaries to,
satisfy the requirements set forth on Schedule 6.24 on or before the date thereon specified for such requirement, in each case as such date may be extended by the Administrative Agent in its sole discretion. 

ARTICLE VII 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied (other than unasserted contingent indemnity and reimbursement obligations and obligations under Secured Cash Management Agreement and Secured Hedging Agreements), or any Letter of Credit shall remain outstanding (other than Letters of
Credit that have been Cash Collateralized), the Loan Parties shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following: 
 (a) Liens pursuant to any Loan Document; 

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that
(i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d), (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d); 

(c) Liens for taxes not yet delinquent, Liens in respect of taxes not in excess of $50,000 at any time outstanding or Liens for taxes which are
being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP; 
 (d) carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate proceedings
diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP; 
 (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

  
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 (f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially interfere with the ordinary conduct of the business of the applicable Person; 
 (h) Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); 
 (i) Liens securing
Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not
exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; 
 (j) bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one (1) or more accounts maintained by Holdings or any of its Subsidiaries with any Lender, in each case in the ordinary
course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that, unless such Liens
are under clause 24 and 25 of the general terms and conditions (algemene voorwaarden) of the Dutch Banker’s Association (Nederlandse Vereniging van Banken) or any similar term applied by a Dutch bank,, in no case shall any such
Liens secure (either directly or indirectly) the repayment of any Indebtedness; 
 (k) Liens arising out of judgments or awards not resulting
in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; 

(l) Any interest or title of a lessor, sublessor, licensor, sublessor or sublicensor under any lease, license, sublease or sublicense entered
into by any Loan Party or any Subsidiary thereof and covering only the assets so leased, licensed, subleased or sublicensed; 
 (m) Liens of
a collection bank arising under Section 4-210 of the UCC on items in the course of collection; 
 (n) (i) Liens on insurance policies
and the proceeds thereof securing the financing of the premiums with respect thereto and (ii) deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; 

(o) Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a
Permitted Acquisition or other acquisition of property not otherwise prohibited hereunder; 
 (p) to the extent constituting a Lien, the
filing of UCC (or equivalent) financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; 

  
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 (q) Liens securing Indebtedness permitted under Section 7.02(l); 

(r) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; 

(s) the replacement, extension or renewal of any Lien permitted by clauses (b) and (i) above upon or in the same
property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby ; 

(t) 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; 
 (u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of
goods entered into by any Loan Party or Subsidiary in the ordinary course of business in accordance with the past practices of such Person; 

(v) (i) non-exclusive licenses of intellectual property or intellectual property rights and (ii) licenses of intellectual property or
intellectual property rights that could not result in a legal transfer of title of such intellectual property or intellectual property rights that may be exclusive in respects other than territory and that may be exclusive as to territory only as to
discreet geographical areas, in each case granted by any Loan Party or any Subsidiary in the ordinary course of business, and not interfering in any material respect with the ordinary conduct of business of such Person; 

(w) Liens granted by a Non-Loan Party Subsidiary in favor of a Borrower or another Loan Party in respect of Indebtedness or other obligations
owned by such Subsidiary to such Borrower or such other Loan Party; 
 (x) Liens permitted to remain outstanding under any Dutch Collateral
Document or Singapore Collateral Document; and 
 (y) Liens on cash collateral in an amount not to exceed $220,000 in a deposit account at
Bank Leumi in the name of Ichor Systems Ltd., an entity organized under the laws of Scotland, in favor of Gesser Rishpi & Co. for VAT liabilities. 

7.02 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 

(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodities or foreign exchange rates and (ii) such Swap Contract does not contain
any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(b) Indebtedness of a Loan Party or a Subsidiary of a Loan Party owed to another Loan Party or Subsidiary of a Loan Party , which Indebtedness
shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Collateral” under the Security and Pledge Agreement and (ii) be otherwise expressly permitted under the provisions of Section 7.03; 

  
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 (c) the Obligations; 

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such
refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a
whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders
than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then
applicable market interest rate as reasonably determined by the Borrowers; 
 (e) Guarantees of a Loan Party or a Subsidiary of a Loan Party
in respect of Indebtedness otherwise permitted hereunder of a Loan Party or a Subsidiary of a Loan Party; provided that guarantees by any Loan Party of the obligations of any Non-Guarantor Subsidiary shall be subject to Section 7.03;

 (f) (x) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one (1) time outstanding shall not exceed $1,000,000 and (y) any Permitted
Refinancing thereof; 
 (g) earn-out obligations arising in connection with a Permitted Acquisition which are payable based on the
achievement of specified financial results over time, and which are structured such that, they are not required to be paid if (and for so long as) the Loan Party cannot satisfy any condition contained in Section 7.06(h); 

(h) Indebtedness of any Person that becomes a Subsidiary of Holdings after the date hereof in a transaction permitted hereunder in an aggregate
principal amount not to exceed $2,500,000 at any time outstanding (provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of Holdings and was not incurred solely in contemplation of such Person’s becoming a
Subsidiary of Holdings) and any Permitted Refinancing thereof; 
 (i) (i) Indebtedness owed to any depository bank in respect of any netting
services or overdraft and related liabilities arising from cash management agreements, in each case in connection with deposit accounts incurred in the ordinary course and (ii) Indebtedness arising from or the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight over drafts) drawn against insufficient funds in the ordinary course of business; 

  
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 (j) Indebtedness consisting of the financing of insurance premiums in the ordinary course of
business; 
 (k) Indebtedness consisting of unsecured promissory notes issued by Holdings or any of its Subsidiaries to current or former
officers, directors, employees and consultants, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof
permitted by Section 7.06(g); 
 (l) Indebtedness of Subsidiaries of Holdings that are not Loan Parties in an aggregate
principal amount not to exceed $1,000,000 at any one (1) time; 
 (m) surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business; 
 (n) Indebtedness in an aggregate principal amount not to exceed $2,000,000
at any time outstanding; 
 (o) any joint and several liability arising as a result of the establishment of a fiscal unity
(fiscale eenheid) between Holdings and Icicle Acquisition Holding Co-op or any other Subsidiary incorporated in the Netherlands or its equivalent in any other relevant jurisdiction; 

(p) any DP Amount and Accrued DP Interest; 

(q) other unsecured subordinated Indebtedness approved in writing by the Required Lenders; provided, however, that (i) the Loan Parties
are in pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to the incurrence of such subordinated Indebtedness, (ii) no Default or Event of Default shall exist immediately prior to the
incurrence of such subordinated Indebtedness or would result therefrom, and (iii) such subordinated Indebtedness is subject to a subordination agreement or other subordination terms acceptable to the Required Lenders (which shall include,
without limitation, unlimited payment blockage and standstill provisions); 
 (r) (i) purchase price adjustments in connection with Permitted
Acquisitions, (ii) indemnity payments in connection with Permitted Acquisitions, and (iii) Permitted Seller Debt; provided that in each case, the conditions to a Permitted Acquisition in Section 7.03(g) are satisfied; and 

(s) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business. 

7.03 Investments. Make or hold any Investments, except: 

(a) Investments held by the Loan Parties and Subsidiaries in the form of cash and Cash Equivalents; 

  
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 (b) advances to officers, directors and employees of the Borrowers and Subsidiaries in an
aggregate amount not to exceed $250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

(c) (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional
Investments by Holdings and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrowers that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has
occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed 10% of Consolidated
EBITDA for the most recent completed period of four (4) fiscal quarters at any time outstanding; 
 (d) Investments consisting of
extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by
Section 7.02; 
 (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and
set forth on Schedule 7.03(f), together with any renewal, replacement or extension thereof; 
 (g) the purchase or other acquisition
of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrowers or one (1) or more of its wholly-owned Subsidiaries (including as
a result of a merger or consolidation) (each a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g): 

(i) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be
substantially the same, reasonably related or incidental lines of business as one (1) or more of the principal businesses of the Loan Parties and their Subsidiaries in the ordinary course; 

(ii) the Loan Parties shall have minimum Liquidity of at least $7,500,000 on a pro forma basis after giving effect
thereto; 
 (iii) the Total Acquisition Consideration paid by or on behalf of the Loan Parties and their Subsidiaries for any
such purchase or other acquisition, when aggregated with the Total Acquisition Consideration paid by or on behalf of the Loan Parties and their Subsidiaries for all other purchases and other acquisitions made by the Loan Parties and their
Subsidiaries pursuant to this Section 7.03(g), shall not exceed (x) $20,000,000 per proposed transaction plus any portion of Cumulative Amount used to make such acquisition or (y) $40,000,000 plus any portion of Cumulative
Amount used to make such acquisition in the aggregate during the term of this Agreement; provided that the aggregate amount of such Investments by Loan Parties in assets that will not (or will not become) owned by a Loan Party or in Equity Interests
of Persons that will not become Loan Parties shall not exceed $2,500,000 at any time outstanding plus any portion of Cumulative Amount used to make such acquisition; 

  
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 (iv) (A) immediately before and immediately after giving pro forma effect
to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, (x) the Loan Parties and their Subsidiaries shall be in pro
forma compliance with the covenant set forth in Section 7.11 (a), less .25x, and (y) Loan Parties and their Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11 (b), each
such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition
had been consummated as of the first day of the fiscal period covered thereby; and 
 (v) the Borrowers shall have delivered
to the Administrative Agent and each Lender, at least five (5) Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably
satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vi) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and 

(h) to the extent constituting Investments, advances in respect of transfer pricing and cost-sharing arrangements (i.e. “cost-plus”
arrangements) that are in the ordinary course of business; 
 (i) Investments in Swap Contracts to the extent permitted pursuant to
Section 7.02(a); 
 (j) to the extent deemed to be an Investment, deposits of cash that constitute Permitted Liens; 

(k) advances made in connection with purchases of goods or services by the Loan Parties in the ordinary course of business; 

(l) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to
Section 7.05; 
 (m) Investments acquired in a Permitted Acquisition to the extent that such Investments were not made in
contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition; 

(n) So long as no Event of Default has occurred and is continuing under Section 8.01(a), (f) or (g) or
would result therefrom, Investments by the Borrower and its wholly-owned Subsidiaries in joint ventures in an aggregate amount invested from the date hereof not to exceed 10% of Consolidated EBITDA for the most recent completed period of four
(4) fiscal quarters at any time outstanding; 

  
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 (o) Equity Interests acquired in connection with Restricted Payments permitted by
Section 7.06; 
 (p) Investments consisting of cash earnest money deposits in connection with any letter of intent or purchase
agreement in connection with an acquisition or other Investment or disposition permitted hereunder or, if upon consummation thereof, the Obligations would be repaid in full; 

(q) Investments in the nature of pledges or deposits with respect to the leases or utilities provided to third parties in the ordinary course
of business; 
 (r) Investments in the ordinary course of business consisting of Article 3 of the Uniform Commercial Code endorsements for
collection or deposit and Article 4 of the Uniform Commercial Code customary trade arrangements with customers; 
 (s) So long as no Event of
Default has occurred and is continuing under Section 8.01(a), (f) or (g) or would result therefrom, Investments by the Loan Parties and their Subsidiaries not otherwise permitted under this
Section 7.03 in an aggregate amount not to exceed $2,000,000 at any time outstanding, plus the then applicable Cumulative Amount; 

(t) any Loan Party or Subsidiary may acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course
of business and payable or dischargeable in accordance with customary terms. 
 7.04 Fundamental Changes. Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one (1) transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person: 

(a) any Subsidiary may merge with (i) any of the Borrowers, provided that such Borrower shall be the continuing or surviving
Person, or (ii) any one (1) or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; 

(b) (i) any domestic Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another
domestic Loan Party, (ii) any foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any domestic Loan Party or other foreign Loan Party; 

(c) any Non-Guarantor Subsidiary may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a
liquidation) to (i) another Non-Guarantor Subsidiary or (ii) to a Loan Party; 
 (d) in connection with any acquisition permitted
under Section 7.03, any Subsidiary of any Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall
be a wholly-owned Subsidiary of such Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrowers) is a party, such Loan Party is the surviving Person; 

  
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 (e) Dispositions permitted by Section 7.05 and Restricted Payments permitted by
Section 7.06; and 
 (f) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrowers
and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in
the case of any such merger to which the such Borrower is a party, such Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrowers) is a party, such Loan Party is the
surviving corporation. 
 7.05 Dispositions. Make any Disposition, except: 

(a) Dispositions of obsolete, surplus, uneconomical or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business; 
 (b) Dispositions of inventory in the ordinary course of business (including pursuant to cost-plus or transfer pricing
arrangements to Subsidiaries of Holdings that are not Loan Parties); 
 (c) Dispositions of equipment or real property to the extent that
(i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 

(d) (i) Dispositions of property by any Subsidiary to any Borrower or to a wholly-owned Subsidiary; provided that the amount of
Dispositions by transferors that are Loan Parties to transferees that are not Loan Parties shall not exceed $1,000,000 per fiscal year and (ii) Dispositions of property by any non-Loan Party Subsidiary to a non-Loan Party Subsidiary; 

(e) Liens permitted by Section 7.02, Investments permitted by Section 7.03, Dispositions permitted by
Section 7.04, Restricted Payments permitted by Section 7.06 and payments of Indebtedness permitted by Section 7.09; 

(f) Dispositions by Holdings and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at
the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in reliance on this clause (f) in any fiscal year shall
not exceed 2.5% of Total Assets of Holdings and its Subsidiaries and (iii) not less than 75% of the purchase price for such asset shall be paid to the Borrowers or such Subsidiaries in cash (it being understood that for the purposes of this
clause (g)(iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the most recent balance sheet of Holdings and its Subsidiaries provided hereunder or in the footnotes thereto) of Holdings and its Subsidiaries,
other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and its Subsidiaries shall have been released
by all applicable creditors in writing and (B) any securities received by Holdings or any Subsidiary from such transferee that are converted by such Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash
Equivalents received) within one hundred eighty (180) days following the closing of the applicable Disposition); 

  
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 (g) so long as no Default shall occur and be continuing, the grant of any option or other right
to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f); 
 (h) Dispositions of a
de minimis number of Equity Interests of a Subsidiary in order to qualify members of the governing body of such Subsidiary, if required by applicable law; 

(i) Dispositions resulting from casualty or condemnation events or any taking under power of eminent domain; 

(j) the terminating or unwinding of any Swap Contract in accordance with its terms; 

(k) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property to the extent not economically desirable in the
conduct of their business (ii) the abandonments of patent, trademarks, copyrights or other intellectual property rights in the ordinary course of business, so long as, in each case, such lapse or abandonment is not materially adverse to the
interest of the Lenders in their capacities as such; 
 (l) Dispositions of accounts receivable in connection with the collection or
compromise thereof; 
 (m) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the
business of Holdings and its Subsidiaries; 
 (n) the use or transfer of money or Cash Equivalents in the ordinary course of business in a
manner not otherwise prohibited by this Agreement or the other Loan Documents; 
 (o) Dispositions of Investments in joint ventures to the
extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and 

(p) sales of non-core assets acquired in connection with Permitted Acquisitions or other Investments. 

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that: 

(a) each Borrower may make Restricted Payments to the other Borrowers and the Guarantors; 

(b) each Subsidiary of a Borrower may make Restricted Payments to the Borrowers, any Subsidiaries of the Borrowers that are Guarantors and any
other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

  
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 (c) the Loan Parties and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity Interests of such Person; 
 (d) the Borrowers and each Subsidiary
may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; 

(e) [Intentionally Omitted]; 
 (f)
Holdings may make direct or indirect Restricted Payments: 
 (i) the proceeds of which shall be used by such direct or
indirect parent to pay its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), in each case, that are reasonable and customary and incurred
in the ordinary course of business and that are directly attributable to the ownership or operations of Holdings and its Subsidiaries and any reasonable and customary indemnification claims made by directors or officers of Holdings (or such parent)
directly attributable to the ownership or operations of Holdings and its Subsidiaries; 
 (ii) [Intentionally Omitted]; and

 (iii) the proceeds of which shall be used by Holdings or any direct or indirect parent of Holdings to pay franchise taxes
and other fees, taxes and expenses required to maintain its corporate existence; 
 provided that the amount Restricted Payments made
pursuant to this clause (e) shall not exceed $500,000 in any fiscal year; 
 (g) the proceeds of which shall be used to pay
customary salary, bonus and other benefits payable to officers and employees of Holdings (or any direct or indirect parent of Holdings) or any director of such Person to the extent such salaries, bonuses and other benefits are directly attributable
to the ownership or operation of Holdings and its Subsidiaries in an amount not to exceed $500,000 in the aggregate in any fiscal year; 

(h) so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) the aggregate amount
of cash payments made pursuant to this clause (g) does not exceed $2,000,000 in any fiscal year of Holdings (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $4,000,000 in any
fiscal year), plus the then applicable Cumulative Amount, Restricted Payments to Holdings (or any direct or indirect parent thereof) to permit Holdings (or any direct or indirect parent thereof) to (A) repurchase, retire or otherwise acquire or
retire for value Equity Interests issued by Holdings (or any direct or indirect parent thereof) to any future, present or former employee, officer, director or consultant of Holdings or any of its Subsidiaries or (B) make payments of principal
or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests, in each case pursuant to any employee


  
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or director equity plan, employee, officer or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder
agreement) with any employee, director or consultant of Holdings or any of its Subsidiaries; provided that any cancellation of Indebtedness owing to Holdings in connection with and as consideration for a repurchase of Equity Interests of Holdings
shall not be deemed to constitute a Restricted Payment for the purposes of this clause (g); 
 (i) so long as no Default or Event of
Default shall have occurred and be continuing or would result there from, Holdings and its Subsidiaries may make payments with respect to earn-out obligations, DP Amounts and Accrued DP Interest; and 

(j) the Loan Parties may issue the Closing Date Dividend provided that: (i) no Default has occurred and is continuing or would arise as a
result of such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Loan Parties taken as a whole will be Solvent, (iii) the aggregate amount of such Restricted Payment shall not exceed $22,088,228, and
(iv) such Restricted Payment is made on or promptly after the Closing Date, but in any case not more than thirty (30) days after the Closing Date. 

(k) Holdings shall be permitted to make additional Restricted Payments not otherwise permitted pursuant to this Section 7.06 so
long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) as of the last day of the most recent period for which financial statements have been furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01, the Consolidated Leverage Ratio does not exceed 1.50 to 1.00 on a pro forma basis after giving effect thereto, and (iii) the Loan Parties shall have minimum Liquidity of at
least $7,500,000 on a pro forma basis after giving effect thereto. 
 (l) The Loan Parties may make the Restricted Employee Payments provided
that: (i) no Default has occurred and is continuing or would arise as a result of any such Restricted Employee Payment, (ii) after giving effect to any such Restricted Employee Payment, each Loan Party will be Solvent, and (iii) the
aggregate amount of all such Restricted Employee Payments shall not exceed $3,109,870. 
 7.07 Change in Nature of Business. Engage
in any material line of business substantially different from those lines of business conducted by Holdings and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto. 

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowers, whether or not in the
ordinary course of business, other than: 
 (a) on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary
as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; 

(b) (i) reimburse Francisco Partners and its Affiliates or any equity holder up to reasonable and documented director fees, board travel
expenses and other out of pocket expenses incurred with respect to Holdings and its Subsidiaries and (ii) so long as no Event of Default has occurred and is continuing pursuant to Section 8.01(a), (f) or (g), pay
to Francisco Partners, its 

  
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Affiliates or any equity holder fees pursuant to the Management Agreement (the “Management Fees”) and fees pursuant to the Consulting Agreement (the “Consulting
Fees”) in an aggregate amount not to exceed $375,000 in any fiscal quarter for Management Fees and Consulting Fees (the “Management/Consulting Fee Cap”); provided however, if all or part of the Management Fees or the
Consulting Fees cannot be, or otherwise is not, paid during a given fiscal quarter, then the Management Fees or the Consulting Fees, as applicable, for such fiscal quarter that are not paid during such fiscal quarter shall be accrued, on a
cumulative basis, and such Management Fees or Consulting Fees, as applicable (collectively, the “Deferred Fees”), shall be payable in any subsequent fiscal quarter the Loan Parties choose; provided further that the amount of any
such Deferred Fees paid during any fiscal quarter shall not reduce the amount of Management Fees or Consulting Fees otherwise allowed to be paid for such fiscal quarter; 

(c) any Indebtedness incurred pursuant to Section 7.02, any Disposition permitted under Section 7.05, any Restricted
Payment permitted under Section 7.06 and any Investments permitted under Section 7.03; 
 (d) transactions between or
among Holdings and its Subsidiaries not otherwise prohibited hereunder; 
 (e) employment and severance arrangements between Holdings and its
Subsidiaries and their respective officers, directors and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; 

(f) payments by Holdings and its Subsidiaries pursuant to the tax sharing agreements among Holdings and its Subsidiaries on customary terms to
the extent attributable to the ownership or operation of the Subsidiaries; 
 (g) the payment of customary fees and reasonable out of pocket
costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings (and any of its direct or indirect parents) and its Subsidiaries in the ordinary course of business to the extent attributable to the
ownership or operation of Holdings and its Subsidiaries; 
 (h) the issuance of Equity Interests (other than Disqualified Capital Stock) of
Holdings to any officer, director, employee or consultant of any Holdings or any of its Subsidiaries; and 
 (i) the issuance or transfer of
Equity Interests (other than Disqualified Capital Stock) of Holdings or its direct or indirect parents to any direct or indirect equity holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate
of any of the foregoing) of Holdings, any of its Subsidiaries or any direct or indirect parent thereof. 
 7.09 Burdensome
Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrowers or any Guarantor or to
otherwise transfer property to or invest in the Borrowers or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii) of Holdings or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that the foregoing restrictions in this Section 7.09 shall not apply to restrictions that: 

  
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 (a) exist under the Loan Documents, 

(b) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule
7.09 hereto and (y) to the extent restrictions permitted by clause (x) are set forth in an agreement evidencing Indebtedness, any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so
long as such modification, replacement, renewal, extension or refinancing is not less favorable to the Lenders, 
 (c) are binding on a
Subsidiary at the time such Subsidiary first becomes a Subsidiary of Holdings, so long as such restrictions were not entered into in contemplation of such Person becoming a Subsidiary of Holdings, 

(d) are binding on a Non-Guarantor Subsidiary and represent Indebtedness which is permitted by Section 7.02, 

(e) arise in connection with any Disposition permitted by Section 7.05 (so long as the applicable restriction applies solely to the
assets the subject of such Disposition and not to the proceeds to be received by any of its Subsidiaries in connection with such Disposition), 

(f) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under
Section 7.03 and applicable solely to such joint venture, 
 (g) are negative pledges and restrictions on Liens in favor of any
holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, 

(h) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the assets subject thereto, 
 (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold
interest of any Subsidiary, 
 (j) with respect to clause (b) above only, are customary provisions restricting assignment or
transfer of any agreement entered into in the ordinary course of business, 
 (k) are restrictions on cash or other deposits imposed by
customers under contracts entered into in the ordinary course of business, 
 (l) arise in connection with cash or other deposits permitted
under Sections 7.02 and 7.03 and limited to such cash or deposit, 
 (m) are restrictions regarding licensing or sublicensing
by Holdings and its Subsidiaries of intellectual property in the ordinary course of business that could not reasonably be expected to have an adverse impact on the business of the Borrowers and its Subsidiaries, taken as a whole, and 

  
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 (n) any amendments, modifications, restatements, refinancings or renewals of the agreements,
contracts or instruments referred to in clauses (a) through (m) above, provided that such amendments, modifications, restatements or renewals are not more materially restrictive with respect to such encumbrances or
restrictions than those contained in such predecessor agreements, contracts or instruments (as reasonably determined by Holdings). 

7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

 7.11 Financial Covenants. 

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any period of four (4) fiscal
quarters of the Borrowers set forth below to be greater than the ratio set forth below opposite such period: 
  

					
	 Four (4) Fiscal Quarters Ending
	  	Maximum Consolidated Leverage Ratio	 
	 December 31, 2015
	  	 	3.00:1.00	  
	 March 31, 2016
	  	 	3.00:1.00	  
	 June 30, 2016
	  	 	3.00:1.00	  
	 September 30, 2016
	  	 	3.00:1.00	  
	 December 31, 2016
	  	 	2.50:1.00	  
	 March 31, 2017
	  	 	2.50:1.00	  
	 June 30, 2017
	  	 	2.50:1.00	  
	 September 30, 2017
	  	 	2.50:1.00	  
	 December 31, 2017
	  	 	2.25:1.00	  
	 March 31, 2018
	  	 	2.25:1.00	  
	 June 30, 2018
	  	 	2.25:1.00	  
	 September 30, 2018
	  	 	2.25:1.00	  
	 December 31, 2018
	  	 	2.00:1.00	  


  
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	 Four (4) Fiscal Quarters Ending
	  	Maximum Consolidated Leverage Ratio	 
	 March 31, 2019
	  	 	2.00:1.00	  
	 June 30, 2019
	  	 	2.00:1.00	  
	 September 30, 2019
	  	 	2.00:1.00	  
	 December 31, 2019
	  	 	2.00:1.00	  
	 March 31, 2020
	  	 	2.00:1.00	  
	 June 30, 2020
	  	 	2.00:1.00	  

 (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of
the last day of any fiscal quarter of the Borrowers, commencing with the fiscal quarter ending December 31, 2015, to be less than 1.25:1.00. 

7.12 Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions,
or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise)
of Sanctions. 
 7.13 Amendments of Organization Documents. Amend any of its Organization Documents in a manner that would reasonably
be expected to be materially adverse to the interests of the Lenders in their capacities as such. 
 7.14 Accounting Changes. Make
any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year, in each case, without the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed). 

7.15 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof
in any manner, or make any payment in violation of any subordination terms of, any subordinated Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or
required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d). 

7.16 Anti-Corruption Laws. Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose
which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions. 

  
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 7.17 Holding Companies. In the case of Holdings, engage in any business or activity other
than: (a) the ownership of all outstanding direct and indirect Equity Interests in its Subsidiaries, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative activities as a member of the
consolidated group of companies, including the Loan Parties (including entering into engagement letters and similar type contracts and agreements with attorneys, advisors, accountants and other professionals and participating thereunder),
(d) the execution and delivery of the Loan Documents and other documents relating to the Transaction to which they are a party, the Consulting Agreement and Management Agreement, and the performance of their respective obligations under each of
the foregoing, (e) providing indemnification to officers, directors, shareholders and employees, (f) holding any cash or property received in connection with Restricted Payments permitted under Section 7.06,
(g) Investments and loans and advances to its Subsidiaries permitted hereunder, (h) providing guarantees for the benefit of Subsidiaries to the extent such Person is otherwise permitted to enter into the transactions under this Agreement
(including guarantees of lease obligations), (i) holding nominal deposits in deposit and securities accounts in connection with any of the foregoing transactions, and (j) activities incidental to the businesses or activities described in
clauses (a) through (i) of this Section. 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

8.01 Events of Default. Any of the following shall constitute an “Event of Default”: 

(a) Non-Payment. Any Borrower or any other Loan Party fails to (i) pay the amounts required to be paid to the Arrangers (other than
MLPFS) pursuant to Section 2.09(b)(ii) of this Agreement on the Closing Date (ii) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in
respect of L/C Obligations, or (iii) pay within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iv) pay within five (5) days after the same becomes due,
any other amount payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants. Any Borrower fails to perform or
observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.18, 6.20, 6.21, 6.24 or Article VII; or

 (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of a Responsible Officer of a Loan Party obtaining
knowledge thereof and written notification of such failure by the Administrative Agent; or 
 (d) Representations and Warranties. Any
representation, warranty, certification or written statement of fact made or deemed made by or on behalf of the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect (or in any respect if such representation or warranty is qualified by “material” or “Material Adverse Effect”) when made or deemed made; or 

  
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 (e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,500,000, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such
Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof
is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than $1,500,000 or (iii) there occurs any event of default (after giving effect to
any grace or cure period with respect thereto) under any Foreign Obligation Loan Document of more than $1,500,000; or 
 (f) Insolvency
Proceedings, Etc. Any Loan Party or any Material Subsidiary or domestic Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, judicial manager, receiver, manager rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator, judicial manager or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in
any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such
Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or 
 (h) Judgments. There is
entered against any Loan Party or any Subsidiary thereof (i) one (1) or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $1,500,000 (to the extent not covered by
independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company or is otherwise reasonably satisfactory to the Administrative Agent, has been notified of the potential


  
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claim and does not dispute coverage), or (ii) any one (1) or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of forty-five (45) consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (i) ERISA. (i) An ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect; or 

(j) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or 

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

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for
any reason (other than pursuant to the terms thereof or as a result of any action or inaction within the control of the Administrative Agent) cease to create a valid and perfected first priority Lien (subject to Liens permitted by
Section 7.01) on the Collateral purported to be covered thereby; 
 (m) Subordination. (i) The subordination
provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable
against any holder of the applicable subordinated Indebtedness; or (ii) any Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the
Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable
subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions; or 

(n) Declared company. A Loan Party or any Material Subsidiary thereof which is a company incorporated under the Companies Act, Chapter
50 of Singapore is declared by the Minister of Finance of Singapore to be a company to which Part IX of the Companies Act, Chapter 50 of Singapore applies. 

  
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 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived by the Borrowers; 
 (c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the
Minimum Collateral Amount with respect thereto); and 
 (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and
remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code
of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative
Agent or any Lender. 
 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders, the Foreign Obligation Providers and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders, the Foreign Obligation Providers and the L/C Issuer (including
fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and the Foreign Obligation Loan Documents and amounts payable under Article III, ratably among them in proportion to
the respective amounts described in this clause Second payable to them; 

  
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 Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents and the Foreign Obligation Loan Documents, ratably among the Lenders, the Foreign Obligation Providers and the L/C Issuer in
proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of
the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under the Foreign Obligation Loan Documents, the Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent
for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03
and 2.16 and to the Foreign Obligation Providers, to Cash Collateralize undrawn contingent liability obligations owing to such Foreign Obligation Provider under the Foreign Obligation Loan Documents to the extent not otherwise cash
collateralized by the applicable foreign Subsidiary, in each case ratably among the Administrative Agent, the Lenders, the Foreign Obligation Providers, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by them; and 
 Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrowers or as otherwise required by Law. 
 Subject to Sections 2.03(c) and 2.16, amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid
with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section. 

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded
from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as
the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the
Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. 

8.04 Equity Cure. In the event the Loan Parties fail to comply with the financial covenants set forth in Section 7.11(a) or
(b) as of the last day of any fiscal quarter, any cash equity contribution to the Borrowers (funded with proceeds of common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity
thereof) on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for 

  
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that fiscal quarter will, at the irrevocable election of the Borrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant
at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided
that (a) notice of the Borrowers’ intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) in each
consecutive four (4) Fiscal Quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount
required to cause the Loan Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket
levels, pricing and other items governed by reference to Consolidated EBITDA, (e) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Closing Date, (f) any Loans prepaid with the
proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by
the Borrowers from each Specified Equity Contribution will be promptly used by the Borrowers to prepay the Term Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days
after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or
exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan
Parties’ failure to comply with the financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to
Section 4.02, a Default shall be deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution, any applicable Default or Event of Default shall be deemed to have been cured. 

ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes
Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer,
and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other
similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom,
and is intended to create or reflect only an administrative relationship between contracting parties. 

  
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 (b) The Administrative Agent shall also act as the “collateral agent” under the
Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, potential Foreign Obligation Provider and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to
Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative
Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent”
under the Loan Documents) as if set forth in full herein with respect thereto. 
 9.02 Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto. 

9.03 Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

  
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 (iii) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity. 
 (b) Neither the Administrative Agent nor any of its Related parties shall
be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers, a Lender or the L/C Issuer. 

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying
and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan
Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance
with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required


  
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thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objections. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified
Institutions. Without limiting the generality of the foregoing sentence, the Administrative Agent shall not (w) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a
Disqualified Institution, (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a fund managed or administered by a Person on the Excluded Persons List or any Affiliate
of any such Person (but not a Person specifically named on the Excluded Persons List), (y) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Competitor or Competitor
Controller, and the Administrative Agent and any assignor may conclusively rely on a representation by the potential assignee that it is not a Competitor or Competitor Controller in the applicable assignment agreement; provided, however, that at any
Lender’s option (but with no obligation to do so), the Borrowers shall confirm, within ten (10) Business Days after such Lender’s request therefor, whether a potential assignee or participant is a Competitor or Competitor Controller
or (z) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution. 

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one (1) or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent
that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the
L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any Defaulting Lender be a successor Administrative Agent. Whether or not a successor has been
appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

  
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 (a) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers,
appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the
“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer
under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then
owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such
time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed
Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for
the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as
Administrative Agent. 
 (c) Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrowers of a successor L/C


  
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Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under
the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such Letters of Credit. 
 (d) For purposes of any Dutch Collateral
Document or any other right of pledge governed by Netherlands law, any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been
assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights under the Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights under any Dutch
Collateral Document or any other Security Document governed by Netherlands law (as the case may be) to such successor agent. 
 (e)
Assignment or transfer to or assumption by any person of Commitments or Loans with respect to a Dutch Borrower shall only be permitted if such person is a Non-Public Lender. 

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

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

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief
Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the


  
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reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator, judicial manager or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, 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 Sections 2.09 and 11.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer or in any such proceeding. 
 The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction
of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such
manner purchase (either directly or through one (1) or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under
Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted
by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured
Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the
liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the
acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one (1) or more acquisition vehicles to make a bid, (ii) to adopt
documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests
thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses
(a) through (j) of Section 11.01 of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a
result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an 

  
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acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and
(iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition
vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 

9.10 Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in
its capacities as a potential Cash Management Bank, potential Foreign Obligation Provider and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility
Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a
Loan Party, (iii) that constitutes Excluded Assets, or (iv) if approved, authorized or ratified in writing in accordance with Section 11.01; 

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents; and 
 (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under
any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). 
 Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party
such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release
such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the
existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

  
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 9.11 Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management
Bank, Foreign Obligation Provider or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of
any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such
supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Foreign Obligation Provider or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or
that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date. 

9.12 Parallel Debt 
 (a)
Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the
aggregate amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. They payment undertaking of each of the Dutch Collateral Parties under this Section 9.12 (Parallel
Debt) is to be referred to as its “Parallel Debt”. 
 (b) The Parallel Debt of each of the Dutch Collateral Parties will
be payable in the currency or currencies of its Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of
the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. 

(c) Each of the parties to this Agreement hereby acknowledges that: 

(i) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and
independent from, and without prejudice to, the Corresponding Obligations of the relevant pledgor; and 
 (ii) each Parallel
Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Dutch Collateral Party, 

it being understood, in each case, that pursuant to this Section 9.12(c) the amount which may become payable by each of the Dutch Collateral
Parties as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with its Corresponding Obligations. 

  
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 (d) The Administrative Agent hereby confirms and accepts that to the extent the Administrative
Agent irrevocably receives any amount in payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with
Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Obligations shall be reduced, if necessary pro rata in
respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent
and the Lenders as a payment of the Corresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. 

(e) For the purpose of this Section 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent,
trustee or representative of any other Lender. 
 ARTICLE X 

CONTINUING GUARANTY 

10.01 Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a
guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the
Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers (other than itself) to the Secured Parties, and whether arising hereunder or under any other Loan Document, any
Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in
connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall
exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render
its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Administrative Agent’s books and records
showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral
therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to any or all of the foregoing. 
 10.02 Rights of Lenders. Each Guarantor consents and agrees
that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise,


  
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discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell,
or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole
discretion may determine; and (d) release or substitute one (1) or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure
to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 

10.03 Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers
or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are
more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the
Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by
law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments,
demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of
acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855,
inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York. The foregoing waivers and the provisions hereinafter
set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California Law are in any way applicable to this
Guaranty or the Obligations. 
 10.04 Obligations Independent. The obligations of each Guarantor hereunder are those of primary
obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against such Guarantor to enforce this Guaranty whether or not the Borrowers or any other
Person or entity is joined as a party. 
 10.05 Subrogation. No Guarantor shall exercise any right of subrogation, contribution,
indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and
the Facilities are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to
reduce the amount of the Obligations, whether matured or unmatured. 

  
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 10.06 Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty
of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments and the Facilities with respect
to the Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrowers or any Guarantor is made, or any of the
Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment
had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each
Guarantor under this paragraph shall survive termination of this Guaranty. 
 10.07 Subordination. Each Guarantor hereby subordinates
the payment of all obligations and indebtedness of the Borrowers owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrowers to any Guarantor as subrogee of the Secured Parties or
resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Borrowers to any Guarantor shall be
enforced and performance received by such Guarantor as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of
any Guarantor under this Guaranty. 
 10.08 Stay of Acceleration. If acceleration of the time for payment of any of the Obligations
is stayed, in connection with any case commenced by or against any Guarantor or the Borrowers under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by such Guarantor, jointly and severally, immediately upon demand
by the Secured Parties. 
 10.09 Condition of Borrowers. Each Guarantor acknowledges and agrees that it has the sole responsibility
for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none
of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrowers or any other
guarantor. Each Guarantor hereby waives any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same. 

10.10 Additional Guarantor Waivers and Agreements. (a) Each Guarantor understands and acknowledges that if the Secured Parties
foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the
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reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this
paragraph, such potential impairment or destruction of such Guarantor’s rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in
Union Bank v. Gradsky, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, Each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under
this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action
or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be
entitled to assert based upon or arising out of any one (1) or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the
Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations. 

(b) Each Guarantor waives all rights and defenses that such Guarantor may have because any of the Obligations is secured by real property. This
means, among other things: (i) the Secured Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any
real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price,
and (B) the Secured Parties may collect from such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Guarantor may have to collect from the Borrowers. This is an unconditional
and irrevocable waiver of any rights and defenses any Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b,
580d, or 726 of the California Code of Civil Procedure. 
 (c) Each Guarantor waives any right or defense it may have at law or equity,
including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. 

10.11 Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under
the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each
Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in
each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in 

  
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full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. 

ARTICLE XI 

MISCELLANEOUS 
 11.01
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall: 
 (a) [Intentionally Omitted]; 

(b) waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written
consent of the Required Revolving Lenders or the Required Term A Lenders, as the case may be; 
 (c) extend or increase the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 
 (d)
postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan
Document without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender; 

(e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender entitled to such amount; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; 

(f) change (i) Section 8.03 or (ii) the order of application of any reduction in the Commitments or any prepayment of
Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without
the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; 

  
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 (g) change (i) any provision of Section 2.13, this Section 11.01 or
the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder
(other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” or “Required Term A
Lenders,” without the written consent of each Lender under the applicable Facility; 
 (h) release all or substantially all of the
Collateral in any transaction or series of related transactions, without the written consent of each Lender; 
 (i) release all or
substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be
made by the Administrative Agent acting alone); or 
 (j) impose any greater restriction on the ability of any Lender under a Facility to
assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving
Lenders; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting
Lender. 
 Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required
Lenders, the Administrative Agent and the Borrowers (i) to add one (1) or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising
in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to
time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such
additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. 

  
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 Notwithstanding anything to the contrary contained in this Section 11.01,
(x) Collateral Documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the
Administrative Agent and the Borrowers without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure
ambiguities, omissions, mistakes or defects or (iii) to cause such Collateral Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and
any Loan Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Loan
Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five
(5) Business Days following receipt of notice thereof. 
 If any Lender does not consent to a proposed amendment, waiver, consent or
release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 11.13; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph). 

11.02 Notices; Effectiveness; Electronic Communications. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
or electronic mail 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, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 11.02; and 
 (ii) if to any other
Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Loan Parties). 

  
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 Notices and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection
(b) below shall be effective as provided in such subsection (b). 
 (b) Electronic Communications. Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the
recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other
electronic messaging service, or through the Internet. 
 (d) Change of Address, Etc. Each of the Loan Parties, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other 

  
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Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line
Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail
address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all
times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may
contain material non-public information with respect to the Borrowers or its securities for purposes of United States Federal or state securities Laws. 

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of the Borrowers
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to
such recording. 
 11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that
the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may 

  
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be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of
Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to
Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 
 11.04 Expenses; Indemnity; Damage
Waiver. (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Arrangers and their Affiliates in connection with the syndication of
the Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof whether or not the transactions
contemplated hereby or thereby are consummated (but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent, the Arrangers and their
Affiliates taken as a whole and one (1) local counsel and one (1) regulatory counsel in any relevant material jurisdiction) and one (1) additional counsel in the event of a conflict, (ii) all reasonable and documented
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (but limited, in the case of legal fees and expenses, to the reasonable and invoiced
fees, disbursements and other charges of one (1) counsel to the Administrative Agent and the Lenders taken as a whole and one (1) local counsel and one (1) regulatory counsel in any relevant material jurisdiction), in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger,
each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any
Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
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(and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by
Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in
bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction, or (z) involve disputes among Indemnitees unrelated to any disputes involving, or claims against, the Borrowers and/or the Guarantors and other than disputes involving the Administrative Agent, the Swing Line Lender, the L/C
Issuer, or any Arranger or similar Person in its capacity as such, as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the provisions of Section 3.01(c), this
Section 10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

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

  
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 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable
law, the Loan Parties shall not assert, and hereby waive, and acknowledge that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or
the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by others of any information or other materials distributed to such party by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

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

(f) Survival. The agreements in this Section and the indemnity provision of Section 11.02(e) shall survive the resignation
of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

11.05 Payments Set Aside. To the extent that any payment by or on behalf of the Loan Parties is made to the Administrative Agent, the
L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

11.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of
participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of 

  
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Section 11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any Lender may at any time assign to one (1) or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility
and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments , in each case, to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount
specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of
any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term A Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed). 
 (ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans; 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection
(b)(i)(B) of this Section, Section 11.06(g) and, in addition: 

  
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 (A) the consent of the Borrowers (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that (a) the
Borrowers’ refusal to accept (assuming such acceptance is required pursuant to Section 11.06(g)) any Disqualified Institution shall be deemed to be not unreasonable by the Borrowers, (b) the Borrowers shall be deemed to have
consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and (c) the Borrowers’ consent shall not be required
during the primary syndication of the credit facility provided herein; 
 (B) the consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Revolving Credit Commitment or Incremental Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment
in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving
Credit Facility or any Incremental Revolving Credit Commitment. 
 (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrowers or any of the
Borrowers’ Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or
(C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person). 

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to 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 Borrowers 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 

  
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hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder
(and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall
be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
 (vii) Subject to
acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. 

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being
solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrowers, 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. The Register is intended to cause each Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Sections 163(f),
871(h)(2) and 881(c)(2) of the Code. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

  
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 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the
Borrowers or any of the Borrowers’ Affiliates or Subsidiaries, or a Disqualified Institution (other than during the continuation of an Event of Default under Section 8.01(a), Section 8.01(f) or
Section 8.01(g))) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits, and subject to the terms and
provisions, of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation
required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an
assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the
applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that
sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as a fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Section 163(f),
871(h)(2) and 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

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

(f) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders,
resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder with the applicable Lender’s consent; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank
of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit. 
 (g) Disqualified Institutions. (i) Other than in the event that an Event of Default under
Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing, no assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrowers have consented to such assignment in writing
in their sole and absolute discretion) (in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, the delivery of a notice pursuant to, and the
expiration of the notice period referred to in, the definition of “Disqualified Institution” after the Trade Date shall not retroactively disqualify a Person that was not a Disqualified Institution on the Trade Date from becoming a Lender.
Any assignment in violation of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply. 

  
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 (ii) If any assignment or participation is made to any Disqualified Institution
without the Borrowers’ prior written consent in violation of clause (g)(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to
the applicable Disqualified Institution (other than with respect to a Disqualified Institution that becomes a Lender after an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred
and is continuing) and the Administrative Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified Institution in connection with such Revolving
Credit Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified
Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Institution to assign, without
recourse (in accordance with and subject to the restrictions contained in this Section 11.06), all of its interest, rights and obligations under this Agreement to one (1) or more Eligible Assignees at the lesser of (x) the
principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable
to it hereunder. 
 (iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions
(other than with respect to a Disqualified Institution that becomes a Lender after an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing) (A) will not
(x) have the right to receive information, reports or other materials provided to Lenders by the Loan Parties, the Administrative Agent or any other Lender, (y) be permitted to attend or participate in meetings attended by the Lenders and
the Administrative Agent, or (z) be permitted to access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative or any Lender to undertake any action (or refrain from taking any action) under this Agreement or
any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, (y) for purposes of voting on any Plan, each
Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan, (2) if such Disqualified Institution does vote on such Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be
in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has
accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party


  
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for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2), and (z) each Disqualified Institution party
hereto hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Disqualified Institution’s attorney-in-fact, with full authority in the place and stead of such Disqualified Institution and
in the name of such Disqualified Institution (solely in respect of Loans therein and not in respect of any other claim or status such Disqualified Institution may otherwise have), 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 or appropriate to carry out the provisions of this clause (B), including to ensure that any vote of such Disqualified Institution on any Plan
is withdrawn or otherwise not counted. 
 (iv) The Administrative Agent shall have the right, and the Borrowers hereby
expressly authorize the Administrative Agent, to provide the Excluded Persons List to each Lender requesting the same. 
 (v)
The foregoing provisions shall not constitute a waiver or release of any claim of any party hereunder against a Disqualified Institution arising from that Person having become a Disqualified Institution hereunder in violation of this Agreement. 

11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this
Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by
reference to the Borrowers and their obligations, this Agreement or payments hereunder (it being understood that the Excluded Persons List may be disclosed to any assignee or Participant, or prospective assignee or Participant, in reliance on this
clause (f)), (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowers or (i) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a
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 For purposes of this Section, “Information” means all information received from
any Borrower or any Subsidiary relating to any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by Holdings or any Subsidiary, provided that, in the case of information received from Holdings or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. 

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public
information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws. 
 11.08 Right of Setoff. If an Event of
Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by
such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or
such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided,
that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.17 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, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and
the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

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

 11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by facsimile or other electronic
imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed
counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart. 

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

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a


  
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provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C
Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

11.13 Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06,
or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its
interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that: 
 (a) the Borrowers shall have paid to the
Administrative Agent the assignment fee (if any) specified in Section 11.06(b); 
 (b) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 
 (d) such
assignment does not conflict with applicable Laws; and 
 (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to
make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

11.14 Governing Law; Jurisdiction; Etc. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF
ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
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 (a) SUBMISSION TO JURISDICTION. EACH 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, ANY LENDER, THE L/C ISSUER, OR
ANY RELATED PARTY 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, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR THEIR PROPERTIES IN THE COURTS OF
ANY JURISDICTION TO ENFORCE ITS OBLIGATIONS UNDER ANY LOAN DOCUMENTS. 
 (b) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (c) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

  
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 (d) Notwithstanding paragraph (a) above, with respect to any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents involving any Loan Party that is not a U.S. Loan Party, each of the parties hereto (i) irrevocably agrees to submit to the jurisdiction of any court sitting or with
jurisdiction over the State of New York; (ii) waives any other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise; and (iii) waives any objection to those courts on the ground of venue or
forum non conveniens. 
 (e) Each Loan Party hereby irrevocably designates, appoints and empowers Ichor Systems (the “Process
Agent”) as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such
action or proceeding arising out of or relating to this Agreement or any other Loan Document, and the Process Agent hereby consents to and accepts such appointment on behalf of each Loan Party and hereby notifies Administrative Agent of such consent
and acceptance. Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent’s address as set forth in this
Agreement and each such Loan Party hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. If for any reason such designee, appointee and agent shall cease to be available to act
as such, each Loan Party that is not a U.S. Loan Party agrees to designate a new designee, appointee and agent in the United States of America on the terms and for the purposes of this provision reasonably satisfactory to Agent, and further shall at
all times maintain an agent for service of process in the United States of America, so long as there shall be outstanding any Obligations. Each such Loan Party shall give notice to Administrative Agent of any such appointment of successor agents for
service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to Administrative Agent. 

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

11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other


  
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services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective
Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan
Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan
Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

11.17 Electronic Execution. The words “delivery,” “execute,” “execution,”
“signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to
agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the
Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. 

11.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in
accordance with the Act. The Borrowers shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act. 

  
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 11.19 Dutch Loan Party Representation. If Holdings is represented by an attorney in
connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in or made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other parties to this Agreement that
the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands. 

11.20 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 each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender 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 or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, 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 or any Lender from any
Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to
any other Person who may be entitled thereto under applicable law). 
 11.21 Entire Agreement. The Agreement and the other
Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties. 

[signature pages follow] 

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

			
	Borrowers:
	
	ICHOR HOLDINGS, LLC.
		
	By:	 	 /s/ Maurice Carson

	Name: Maurice Carson
	Title: Chief Financial Officer
	
	ICHOR SYSTEMS, INC.
		
	By:	 	 /s/ Maurice Carson

	Name: Maurice Carson
	Title: Chief Financial Officer
	
	PRECISION FLOW TECHNOLOGIES, INC.
		
	By:	 	 /s/ Maurice Carson

	Name: Maurice Carson
	Title: Chief Financial Officer



  
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	As a Guarantor and with respect to Section 7.17
	
	ICICLE ACQUISITION HOLDING B.V.
		
	By:	 	 /s/ Andrew J. Kowal

	Name: Andrew J. Kowal
	Title: Authorized Signatory
	
	ICHOR SYSTEMS SINGAPORE PTE. LTD.
		
	By:	 	 /s/ Maurice Carson

	Name: Maurice Carson
	Title: Director


  
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	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Christine Trotter

	Name: Christine Trotter
	Title: Assistant Vice President
	
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ John H. Kim

	Name: John H. Kim
	Title: Vice President



  
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	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ David M. Felty

	Name: David M. Felty
	Title: Managing Director



  
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	SOCIETE GENERALE, as a Lender
		
	By:	 	 /s/ Richard O. Knowlton

	Name: Richard O. Knowlton
	Title: Managing Director



  
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