EX-10.1



 Execution Copy 

Exhibit 10.1 
  

 
 CUSIP Numbers: 

Deal: 85915LAJ7 
 Term Loan:
85915LAK4 
 TERM LOAN CREDIT AGREEMENT 

Dated as of August 21, 2015 

among 
 STERICYCLE, INC.,

 as Borrower, 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent and a Lender, 

THE OTHER LENDERS PARTY HERETO, 

GOLDMAN SACHS BANK USA, 

HSBC BANK USA, NATIONAL ASSOCIATION, 

and 
 JPMORGAN CHASE BANK,
N.A., 
 as Co-Syndication Agents, 

SANTANDER BANK, NATIONAL ASSOCIATION, 

SUMITOMO MITSUI BANKING CORPORATION, 

UNION BANK, N.A. 
 and 

U.S. BANK NATIONAL ASSOCIATION, 

as Co-Documentation Agents 
 and

 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

GOLDMAN SACHS BANK USA, 

HSBC BANK USA, NATIONAL ASSOCIATION, 

and 
 J.P. MORGAN SECURITIES LLC,

 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
	  	 	26	  
			
	 1.03
	 	 Accounting Terms
	  	 	27	  
			
	 1.04
	 	 Times of Day
	  	 	28	  
			
	 1.05
	 	 Rounding
	  	 	28	  
			
	 ARTICLE II
	 	 THE LOANS
	  	 	28	  
			
	 2.01
	 	 Term Loan Borrowing
	  	 	28	  
			
	 2.02
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	28	  
			
	 2.03
	 	 Prepayments
	  	 	30	  
			
	 2.04
	 	 Termination or Reduction of Commitments
	  	 	30	  
			
	 2.05
	 	 Repayment of Loans
	  	 	30	  
			
	 2.06
	 	 Interest
	  	 	31	  
			
	 2.07
	 	 Fees
	  	 	32	  
			
	 2.08
	 	 Computation of Interest and Fees
	  	 	32	  
			
	 2.09
	 	 Evidence of Debt
	  	 	33	  
			
	 2.10
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	33	  
			
	 2.11
	 	 Sharing of Payments by Lenders
	  	 	35	  
			
	 2.12
	 	 Defaulting Lenders
	  	 	36	  
			
	 ARTICLE III
	 	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	37	  
			
	 3.01
	 	 Taxes
	  	 	37	  
			
	 3.02
	 	 Illegality
	  	 	41	  
			
	 3.03
	 	 Inability to Determine Rates
	  	 	42	  
			
	 3.04
	 	 Increased Costs; Reserves on Eurodollar Rate Loans
	  	 	43	  
			
	 3.05
	 	 Compensation for Losses
	  	 	44	  
			
	 3.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	45	  
			
	 3.07
	 	 Survival
	  	 	45	  
			
	 ARTICLE IV
	 	 CONDITIONS PRECEDENT
	  	 	46	  
			
	 4.01
	 	 Conditions of Effective Date
	  	 	46	  
			
	 4.02
	 	 Conditions of Closing Date
	  	 	48	  


  
 i 









							
			
	 ARTICLE V
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	51	  
			
	 5.01
	 	 Existence, Qualification and Power
	  	 	51	  
			
	 5.02
	 	 Authorization; No Contravention
	  	 	51	  
			
	 5.03
	 	 Governmental Authorization; Other Consents
	  	 	52	  
			
	 5.04
	 	 Binding Effect
	  	 	52	  
			
	 5.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	52	  
			
	 5.06
	 	 Litigation
	  	 	52	  
			
	 5.07
	 	 No Default
	  	 	53	  
			
	 5.08
	 	 Ownership of Property; Liens
	  	 	53	  
			
	 5.09
	 	 Environmental Compliance
	  	 	53	  
			
	 5.10
	 	 Insurance
	  	 	53	  
			
	 5.11
	 	 Taxes
	  	 	53	  
			
	 5.12
	 	 ERISA Compliance
	  	 	53	  
			
	 5.13
	 	 Subsidiaries; Equity Interests
	  	 	54	  
			
	 5.14
	 	 Margin Regulations; Investment Company Act
	  	 	54	  
			
	 5.15
	 	 Disclosure
	  	 	55	  
			
	 5.16
	 	 Compliance with Laws
	  	 	55	  
			
	 5.17
	 	 Intellectual Property; Licenses, Etc
	  	 	55	  
			
	 5.18
	 	 Material Subsidiaries
	  	 	55	  
			
	 5.19
	 	 Taxpayer Identification Number
	  	 	55	  
			
	 5.20
	 	 Sanctions
	  	 	55	  
			
	 5.21
	 	 Anti-Corruption Laws
	  	 	56	  
			
	 5.22
	 	 Solvency
	  	 	56	  
			
	 ARTICLE VI
	 	 AFFIRMATIVE COVENANTS
	  	 	56	  
			
	 6.01
	 	 Financial Statements
	  	 	56	  
			
	 6.02
	 	 Certificates; Other Information
	  	 	57	  
			
	 6.03
	 	 Notices
	  	 	59	  
			
	 6.04
	 	 Payment of Obligations
	  	 	59	  
			
	 6.05
	 	 Preservation of Existence, Etc
	  	 	59	  
			
	 6.06
	 	 Maintenance of Properties
	  	 	60	  
			
	 6.07
	 	 Maintenance of Insurance
	  	 	60	  
			
	 6.08
	 	 Compliance with Laws
	  	 	60	  


  
 ii 









							
			
	 6.09
	 	 Books and Records
	  	 	60	  
			
	 6.10
	 	 Inspection Rights
	  	 	61	  
			
	 6.11
	 	 Use of Proceeds
	  	 	61	  
			
	 6.12
	 	 Additional Guarantors
	  	 	61	  
			
	 6.13
	 	 Anti-Corruption Laws
	  	 	62	  
			
	 6.14
	 	 Further Assurances
	  	 	62	  
			
	 ARTICLE VII
	 	 NEGATIVE COVENANTS
	  	 	62	  
			
	 7.01
	 	 Liens
	  	 	62	  
			
	 7.02
	 	 Investments
	  	 	63	  
			
	 7.03
	 	 Indebtedness
	  	 	66	  
			
	 7.04
	 	 Fundamental Changes
	  	 	67	  
			
	 7.05
	 	 Dispositions
	  	 	68	  
			
	 7.06
	 	 Restricted Payments
	  	 	69	  
			
	 7.07
	 	 Change in Nature of Business
	  	 	70	  
			
	 7.08
	 	 Transactions with Affiliates
	  	 	70	  
			
	 7.09
	 	 Burdensome Agreements
	  	 	70	  
			
	 7.10
	 	 Use of Proceeds
	  	 	70	  
			
	 7.11
	 	 Financial Covenants
	  	 	70	  
			
	 7.12
	 	 Sanctions
	  	 	71	  
			
	 7.13
	 	 Anti-Corruption Laws
	  	 	71	  
			
	 ARTICLE VIII
	 	 EVENTS OF DEFAULT AND REMEDIES
	  	 	71	  
			
	 8.01
	 	 Events of Default
	  	 	71	  
			
	 8.02
	 	 Remedies Upon Event of Default
	  	 	74	  
			
	 8.03
	 	 Application of Funds
	  	 	74	  
			
	 ARTICLE IX
	 	 ADMINISTRATIVE AGENT
	  	 	75	  
			
	 9.01
	 	 Appointment and Authority
	  	 	75	  
			
	 9.02
	 	 Rights as a Lender
	  	 	75	  
			
	 9.03
	 	 Exculpatory Provisions
	  	 	75	  
			
	 9.04
	 	 Reliance by Administrative Agent
	  	 	76	  
			
	 9.05
	 	 Delegation of Duties
	  	 	77	  
			
	 9.06
	 	 Removal or Resignation of Administrative Agent
	  	 	77	  
			
	 9.07
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	78	  


  
 iii 









							
			
	 9.08
	 	 No Other Duties, Etc
	  	 	78	  
			
	 9.09
	 	 Administrative Agent May File Proofs of Claim
	  	 	78	  
			
	 9.10
	 	 Guaranty Matters
	  	 	79	  
			
	 ARTICLE X
	 	 MISCELLANEOUS
	  	 	79	  
			
	 10.01
	 	 Amendments, Etc
	  	 	79	  
			
	 10.02
	 	 Notices; Effectiveness; Electronic Communications
	  	 	81	  
			
	 10.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	83	  
			
	 10.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	84	  
			
	 10.05
	 	 Payments Set Aside
	  	 	85	  
			
	 10.06
	 	 Successors and Assigns
	  	 	86	  
			
	 10.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	91	  
			
	 10.08
	 	 Right of Setoff
	  	 	92	  
			
	 10.09
	 	 Interest Rate Limitation
	  	 	93	  
			
	 10.10
	 	 Counterparts; Integration; Effectiveness
	  	 	93	  
			
	 10.11
	 	 Survival of Representations and Warranties
	  	 	93	  
			
	 10.12
	 	 Severability
	  	 	94	  
			
	 10.13
	 	 Replacement of Lenders
	  	 	94	  
			
	 10.14
	 	 Governing Law; Jurisdiction; Etc
	  	 	95	  
			
	 10.15
	 	 Waiver of Jury Trial
	  	 	95	  
			
	 10.16
	 	 No Advisory or Fiduciary Responsibility
	  	 	96	  
			
	 10.17
	 	 USA PATRIOT Act Notice
	  	 	96	  
			
	 10.18
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	97	  
	
	 SIGNATURES            S-1
	   



  
 iv 








 SCHEDULES 
  

			
	 1.01
	 	 Certain Permitted Assignees

	 2.01
	 	 Commitments and Applicable Percentages

	 5.05
	 	 Supplement to Interim Financial Statements

	 5.09
	 	 Environmental Compliance

	 5.13
	 	 Subsidiaries and Other Equity Investments

	 5.18
	 	 Material Subsidiaries

	 5.19
	 	 Taxpayer Identification Numbers

	 7.01
	 	 Existing Liens

	 7.02
	 	 Existing Investments

	 7.03
	 	 Existing Indebtedness

	 10.02
	 	 Administrative Agent’s Office; Certain Addresses for Notices


 EXHIBITS 
  

			
		 	Form of
	 A
	 	 Loan Notice

	 B
	 	 Note

	 C
	 	 Compliance Certificate

	 D
	 	 Assignment and Assumption

	 E
	 	 U.S. Tax Compliance Certificates



  
 v 








 TERM LOAN CREDIT AGREEMENT 

This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of August 21, 2015, among STERICYCLE, INC., a Delaware
corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent. 

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower in an aggregate principal amount of
$1,500,000,000 for the purpose of (i) financing, in part, the Closing Date Acquisition (as hereinafter defined) and (ii) paying fees and expenses incurred in connection therewith, and the Lenders have indicated their willingness to lend on
the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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: 
 “2010 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of October 15,
2010, pursuant to which the Borrower issued and sold $175,000,000 in the aggregate of unsecured senior notes due October 15, 2017, and $225,000,000 in the aggregate of unsecured senior notes due October 15, 2020. 

“2012 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of October 22, 2012, pursuant to
which the Borrower issued and sold $250,000,000 in the aggregate of its senior notes, in two series, Series A due December 12, 2019, and Series B due December 12, 2022, each series in the aggregate amount of $125,000,000. 

“2015 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of April 30, 2015, pursuant to which
the Borrower issued and sold $300,000,000 in the aggregate of its senior notes, in two series, Series A due July 1, 2022, and Series B due July 1, 2023, in the aggregate amounts of $200,000,000 and $100,000,000, respectively. 

“Acquisition” means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the
assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or more than 50% of the outstanding Voting Stock of,
such Person, and whether such acquisition is effected in a single transaction or in a series of related transactions, and the acquisition, by purchase or otherwise, of additional shares of the outstanding Voting Stock of any Subsidiary of the
Borrower which is not then a wholly-owned Subsidiary of the Borrower. 
 “Acquisition Agreement Representations” has the
meaning specified in Section 4.02. 







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

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

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this Term Loan Credit Agreement. 

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal
place) of the Term Loan Facility represented by (a) on or prior to the funding of its Loan on the Closing Date, such Lender’s Commitment at such time and (b) thereafter, the principal amount of such Lender’s Loan at such time.
The initial Applicable Percentage of each Lender 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 the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the
most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 
  

											
	 Level
	  	 Consolidated Leverage Ratio
	  	Eurodollar
Rate Loans	 	 	Base Rate
Loans	 
	 Level I
	  	 Less than 1.75 to 1.00
	  	 	1.000	% 	 	 	0.000	% 
	 Level II
	  	 Greater than or equal to 1.75 to 1.00 but less than 2.50 to 1.00
	  	 	1.125	% 	 	 	0.125	% 
	 Level III
	  	 Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00
	  	 	1.250	% 	 	 	0.250	% 
	 Level IV
	  	 Greater than or equal to 3.00 to 1.00 but less than 3.75 to 1.00
	  	 	1.375	% 	 	 	0.375	% 
	 Level V
	  	 Greater than or equal to 3.75 to 1.00 but less than 4.25 to 1.00
	  	 	1.625	% 	 	 	0.625	% 
	 Level VI
	  	 Greater than or equal to 4.25 to 1.00
	  	 	2.000	% 	 	 	1.000	% 


  
 2 








 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level VI shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. Subject to the proviso in the preceding
sentence, the Applicable Rate in effect for the period commencing on the Closing Date and continuing until the first Business Day immediately following the date the Compliance Certificate is delivered pursuant to Section 6.02(a) for the
first fiscal quarter ending after the Closing Date shall be determined based upon Pricing Level IV, unless the Borrower has not received at least $400,000,000 in net cash proceeds from an Equity Issuance on or prior to the Closing Date, in which
case the Applicable Rate in effect for such period shall be determined based upon Pricing Level V. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the
provisions of Section 2.08(b). 
 “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. 

“Arranger” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, HSBC Bank USA,
National Association and J.P. Morgan Securities LLC, in its capacity as a joint lead arranger and joint book manager. 
 “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 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit D 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 Capital 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, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Consolidated 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 Borrower and its Consolidated Subsidiaries, including the notes
thereto. 
 “Bank of America” means Bank of America, N.A. and its successors. 

“Bankruptcy Plan” has the meaning specified in Section 10.06(f)(iii). 

  
 3 








 “Base Rate” means for any day a fluctuating rate per annum equal to the highest
of (a) the Federal Funds Rate plus 1/2 of 1%; (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”; and (c) the Eurodollar Rate plus 1.00%. 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 prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

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

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

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

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
 “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 Lease” means, with respect to any
Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. 

“Cash Equivalent Investment” means any Investment described in Section 7.02(b). 

“Certain Funds Provisions” has the meaning specified in Section 4.02. 

“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 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 or foreign 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. 

  
 4 








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

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an
“option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); 

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the
Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or 

(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower, or control over the equity securities of
the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any
option right) representing 25% or more of the combined voting power of such securities. 
 “Closing Date” means the first
date all the conditions precedent in Section 4.02 are satisfied or waived in accordance with Section 10.01. 

“Closing Date Acquisition” means the Acquisition by the Borrower and certain of its Subsidiaries of the Target Group, as more
specifically described in the Borrower’s Form 8-K filed with the SEC on July 21, 2015. 
 “Closing Date Acquisition
Agreement” means that certain Securities Purchase Agreement dated as of July 15, 2015 between the Borrower and the Vendors (as defined therein), including all schedules and exhibits thereto. 

“Closing Date Acquisition Consideration” means the aggregate cash consideration payable by the Borrower under the Closing
Date Acquisition Agreement with respect to the Closing Date Acquisition as of July 15, 2015. 

  
 5 








 “Closing Date Acquisition Indebtedness” means all Indebtedness incurred by the
Borrower or any Subsidiary on or before the date the Closing Date Acquisition is consummated the proceeds of which are contemplated to be used to consummate the Closing Date Acquisition (as certified by a Responsible Officer of the Borrower in a
certificate delivered to the Administrative Agent on or prior to the date of incurrence thereof (or such later date as may be permitted by the Administrative Agent)); provided that the aggregate principal amount of all such Indebtedness shall
not exceed an amount equal to $2,400,000,000 less the amount of Indebtedness under this Agreement. 
 “Closing Date Material Adverse
Effect” means any occurrence, fact, change, event or effect that has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the assets, liabilities, capitalization, condition
(financial or otherwise) or results of operations of Shred-it (as defined in the Closing Date Acquisition Agreement) and its Subsidiaries (as defined in the Closing Date Acquisition Agreement), taken as a whole, or (b) the ability of the
Vendors (as defined in the Closing Date Acquisition Agreement) or Shred-it to timely consummate the transactions contemplated by, and to perform its obligations under, the Closing Date Acquisition Agreement and the Ancillary Agreements (as defined
in the Closing Date Acquisition Agreement); provided, however, that the term “Closing Date Material Adverse Effect” shall not include any such material adverse effect to the extent it results from (i) business, economic
or regulatory conditions as a whole or in the industry in which the Business (as defined in the Closing Date Acquisition Agreement) operates, (ii) engagement by the United States or Canada in hostilities, whether or not pursuant to the
declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or Canada, or any of their territories, possessions, or diplomatic or consular offices, as applicable, or upon any military
installation, equipment or personnel of the United States or Canada, (iii) financial, banking or securities markets events (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in
GAAP or IFRS, (v) changes in Law, (vi) the announcement of, or the taking of any action contemplated by, the Closing Date Acquisition Agreement and the Ancillary Agreements, (vii) any action taken at the request of the Purchaser (as
defined in the Closing Date Acquisition Agreement), or (viii) any failure of the Business to meet any projections, forecasts or estimates of revenue or earnings (it being understood that the cause or causes of any such failure to meet or
achieve such projections, forecasts or estimates may constitute, in and of itself, a Closing Date Material Adverse Effect and may be taken into account in determining whether a Closing Date Material Adverse Effect has occurred), except, that with
respect to clauses (i), (ii), (iii), (iv) and (v), such material adverse effect shall be excluded only to the extent it does not have a materially disproportionate effect on the Business, taken as a whole,
relative to companies in the industry in which the Business operates. 
 “Closing Date Transactions” means, collectively,
the Closing Date Acquisition, the funding of the Loans under the Loan Documents on the Closing Date and the consummation of any other debt or equity financings occurring on the Closing Date. 

“Code” means the Internal Revenue Code of 1986. 

“Commitment” means, as to each Lender, its obligation to make a single Loan on the Closing Date to the Borrower pursuant to
Section 2.01 in a principal amount not to exceed the 

  
 6 








 
Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or 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. 
 “Commitment Termination Date” means the
earliest to occur of (a) the date of termination of the Commitments pursuant to Section 2.04(a), (b) the date of the closing of the Closing Date Acquisition without use of the Term Loan Facility, (c) the pursuit of the
Closing Date Acquisition is abandoned by the Borrower and (d) if the Closing Date does not occur on or prior to such date, November 15, 2015 (or such later date to which the Outside Date (as defined in the Closing Date Acquisition
Agreement) is extended pursuant to the Closing Date Acquisition Agreement, but in any event no later than January 15, 2016). 

“Competitor” means any Person that is a bona fide direct competitor of the Borrower or any of its Subsidiaries or the Target
Group in the same industry or a substantially similar industry which offers a substantially similar product or service as the Borrower or any of its Subsidiaries or the Target Group. 

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

“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 EBITDA” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Borrower and its
Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses of the Borrower and its Subsidiaries incurred in such period and (vi) up to
$45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax
credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided, however, that Consolidated EBITDA shall be increased by the amount of
Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period. 

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (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 payment and reimbursement obligations with respect to all drawn letters of credit (including standby and commercial), bankers’ acceptances or bank
guaranties which have been presented for payment, drawn surety bonds and similar instruments (other than letters of credit, bankers’ acceptances, 

  
 7 








 
bank guaranties, surety bonds and similar instruments to the extent supporting Indebtedness of the type described in clauses (a) and (b) of this definition), (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations,
(f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower 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 the Borrower or a Subsidiary is a
general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. 

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum
of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries 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, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under Capital Leases and Synthetic Lease Obligations that is
treated as interest in accordance with GAAP. 
 “Consolidated Interest Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Funded
Indebtedness as of such date minus (ii) Unrestricted Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended; provided that to the extent the Borrower or any of its
Subsidiaries incurs any Closing Date Acquisition Indebtedness on or after August 13, 2015 but on or prior to the Closing Date, such Closing Date Acquisition Indebtedness shall be excluded for purposes of calculating the Consolidated Leverage
Ratio at any time prior to the earlier to occur of (x) the Closing Date and (y) the Commitment Termination Date. 

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net
income of the Borrower and its Subsidiaries (including extraordinary losses, but excluding, except to the extent of extraordinary losses during such period, extraordinary gains) for that period. 

“Consolidated Revenue” means, as of any date of determination, the total revenue of the Borrower and its Subsidiaries on a
consolidated basis for the period of the four fiscal quarters most recently ended, determined in accordance with GAAP. 

“Consolidated Subsidiaries” means the consolidated subsidiaries of the Borrower as determined in accordance with GAAP. 

  
 8 








 “Consolidated Total Assets” means, as of any date of determination, the total
assets of the Borrower and its Subsidiaries on a consolidated basis as of such date, determined in accordance with GAAP. 

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

“Control” 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. 

“Credit Extension” means a Borrowing. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally. 
 “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 when
used with respect to Obligations, an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 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. 

“Defaulting Lender” means, subject to Section 2.12(b), any Lender that, (a) has failed to
(i) fund all or any portion of its Loans within two Business Days after the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days after the date when due, (b) has notified the Borrower or the Administrative Agent 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 Business Days after request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of 

  
 9 








 
such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, 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 2.12(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 Borrower and each Lender promptly following such determination. 
 “Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale
and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other
Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a
sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (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), in whole or in part, (c) provide for the scheduled payment of dividends in cash (unless any such dividend may be made in Qualified Equity Interests at the election of the Borrower) or
(d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date; provided that
if such Equity Interests are issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to employees of the Borrower or its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests
solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

  
 10 








 “Disqualified Institution” means, on any date, (a) any Person designated by
the Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent on or prior to the Effective Date, (b) any other Person that is a Competitor, which Person has been designated by the Borrower as a
“Disqualified Institution” by written notice to the Administrative Agent (which such notice shall specify such Person by exact legal name) and the Lenders (including by posting such notice to the Platform) not less than five
(5) Business Days prior to such date and (c) in the case of each of clauses (a) and (b), any of their known Affiliates that are readily identifiable as such on the basis of such Affiliates’ names; provided
that “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time; provided
further that any bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed,
sponsored or advised by any Person Controlling, Controlled by or under common Control with such Competitor or its Controlling owner and for which no personnel involved with the competitive activities of such Competitor or Controlling owner
(i) makes any investment decisions for such debt fund or (ii) has access to any confidential information (other than publicly available information) relating to the Borrower and its Subsidiaries shall be deemed not to be a Competitor of
the Borrower or any of its Subsidiaries. 
 “Dollar” and “$” mean lawful money of the United States. 

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United
States. 
 “DQ List” has the meaning specified in Section 10.06(f)(iv). 

“Effective Date” means the first date on which all the conditions precedent in Section 4.01 are satisfied or
waived in accordance with Section 10.01. 
 “Eligible Assignee” means any Person that meets the requirements to
be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Enhanced Performance Condition” means on any date of determination, with respect to any incurrence or assumption of any
Indebtedness, any making or acquisition of any Investment, or any declaration, making or payment of a Restricted Payment, the requirement that, immediately prior to and after giving effect to such incurrence or assumption of Indebtedness, making or
acquisition of an Investment, or declaration, making or payment of a Restricted Payment, in each case on a pro forma basis (consistent with Section 1.03(d) if applicable), the Consolidated Leverage Ratio as of the end of the most
recently ended fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 6.02(a) does not exceed 0.25 below the maximum Consolidated Leverage Ratio allowed under Section 7.11(b) as of the end of
such fiscal quarter. 

  
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 “Enhanced Performance Noncompliance Date” means the first date of determination
after the Effective Date upon which the Enhanced Performance Condition is not satisfied and thereafter the first date of determination upon which the Enhanced Performance Condition is not satisfied following the most recent Enhanced Performance
Restoration Date. 
 “Enhanced Performance Restoration Date” means the first date of determination following an Enhanced
Performance Noncompliance Date upon which the Enhanced Performance Condition is satisfied after giving pro forma effect (consistent with Section 1.03(d) if applicable) to any proposed Investment or Indebtedness. 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any
of the foregoing. 
 “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. 
 “Equity Issuance” means any issuance by the Borrower after the Effective Date of (a) shares
of its common Equity Interests or (b) Mandatorily Convertible Shares, in each case, to any Person that is not a Loan Party or an Affiliate of a Loan Party. 

“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 the Borrower 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) a withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower 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 Sections 4041 or 4041A of ERISA; (e) the institution of proceedings by the PBGC 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; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 
 “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”) or a comparable or successor rate approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as
may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two 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 or a comparable or successor rate approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this
definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate
shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to, the
administration, submission or any other matter related to LIBOR or any comparable or successor rate referenced in this definition above. Notwithstanding the foregoing, if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement. 
 “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on
clause (a) of the definition of “Eurodollar Rate”. 

  
 13 








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

“Excluded Subsidiary” means (a) any Foreign Subsidiary, (b) any Domestic Subsidiary substantially all of the assets
of which consist of the Equity Interests in one or more Foreign Subsidiaries, (c) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary described in clauses (a) or (b), (d) any
Subsidiary that is prohibited or restricted by applicable Law from providing a Guaranty for so long as such prohibition or restriction exists, or if such Guaranty would require governmental (including regulatory) consent, approval, license or
authorization unless such consent, approval, license or authorization has been received, (e) any Subsidiary to the extent and for so long as such Subsidiary providing a Guaranty would result in a material adverse tax consequence to the Borrower
and its Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower, (f) any other Subsidiary with respect to
which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing the Guaranty shall be excessive in view of the
benefits to be obtained by the Lenders therefrom, and (g) any Subsidiary that is not a Material Subsidiary. 
 “Excluded
Taxes” means any of the following Taxes imposed on or with respect to any 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 Recipient 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 Borrower under
Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), 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 U.S. federal withholding Taxes imposed pursuant to FATCA. 
 “Existing Credit
Agreement” means that certain Second Amended and Restated Credit Agreement dated as of June 3, 2014, among the Borrower, certain Subsidiaries of the Borrower party thereto as Designated Borrowers, each lender party thereto and Bank of
America, as administrative agent. 
 “Existing Credit Agreement Indebtedness” means any and all Indebtedness incurred from
time to time by the Borrower or any Subsidiary under the Existing Credit Agreement or any document executed in connection therewith. 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

  
 14 








 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code. 

“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. 

“Fee Letter” means the letter agreement, dated July 15, 2015, among the Borrower, Bank of America, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA. 
 “Foreign Lender” means (a) if the 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 the 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 Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a
State thereof or the District of Columbia. 
 “FRB” means the Board of Governors of the Federal Reserve System of the
United States. 
 “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, 

  
 15 








 
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the
Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Guarantee” means, as to any Person, (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 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, (i) all of the Material Subsidiaries and any other Subsidiaries that are guarantors
with respect to the Obligations (or part thereof) in each case as of the Effective Date and (ii) all new Persons which become guarantors with respect to the Obligations (or any part thereof) after the Effective Date in accordance with
Section 6.12 or otherwise. 
 “Guaranty” means the Guaranty dated as of the Effective Date made by certain
Subsidiaries of the Borrower in favor of the Administrative Agent for the benefit of the Lenders, together with any supplements thereto delivered pursuant to Section 6.12 or otherwise. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 

  
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 “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. 

“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) 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 (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for a period of more than 120 days or, if overdue for more than 120 days, as to which a dispute exists and adequate reserves in accordance with GAAP have been established on the books of
such Person); 
 (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) Capital Leases and Synthetic Lease Obligations; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity
Interest in such Person or any other Person valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary cash 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. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date. 

  
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 “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 (a), Other Taxes. 

“Indemnitee” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Initial Period” has the meaning specified in Section 7.11(b). 

“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; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also
be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. 

“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 week or one, two, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided
that: 
 (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

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

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

“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 capital stock or other securities 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 equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. 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. 

“IRS” means the United States Internal Revenue Service. 

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

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

“LIBOR” has the meaning set forth in the definition of Eurodollar Rate. 

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

“Loan” has the meaning specified in Section 2.01. 

“Loan Documents” means this Agreement, each Note, the Fee Letter and the Guaranty. 

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or
(c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, 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. 

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

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Mandatorily Convertible Shares” means any shares of preferred Equity Interests in the
Borrower (other than Disqualified Equity Interests) that are mandatorily convertible into shares of its common Equity Interests. 

“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 condition 

  
 19 








 
(financial or otherwise) of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under
any Loan Document to which it is a party; 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 Debt Instruments” means any bond, note, instrument or other Indebtedness of the type described in
Section 8.01(e). 
 “Material Subsidiary” means, as of any date of determination, any Subsidiary
(i) which, as of the end of the then most recently ended fiscal quarter of the Borrower for the period of four consecutive fiscal quarters then ended, contributes greater than five percent (5.0%) of Consolidated EBITDA (adjusted to
eliminate the effect of intercompany transactions) for such period, (ii) the consolidated total assets reflected on the balance sheet of such Subsidiary as of the end of such fiscal quarter were greater than five percent (5.0%) of the
Borrower’s Consolidated Total Assets (adjusted to eliminate intercompany transactions) as of such date or the IP Rights of which are material to the operation of the business of the Borrower and its Subsidiaries taken as a whole or
(iii) which, as of the end of such fiscal quarter for the period of four consecutive fiscal quarters then ended, contributes greater than five percent (5.0%) of Consolidated Revenue (adjusted to eliminate the effect of intercompany
transactions) for such period. 
 “Maturity Date” means August 21, 2020; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Multiemployer Plan” means any
employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make
contributions. 
 “Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower
or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment or release that
(i) requires the consent of each Lender, or requires the consent of each Lender directly affected by such proposed consent, waiver, amendment or release, in each case, in accordance with the terms of Section 10.01 and (ii) has
been approved by the Required Lenders or, as applicable, by more than fifty percent (50%) of the Lenders who would be directly affected by such consent, waiver, amendment or release. 

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially
in the form of Exhibit B. 
 “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, whether direct or indirect (including those acquired by assumption), absolute or 

  
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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. 

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

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and
(c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such
entity. 
 “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 from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other 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 3.06). 

“Outstanding Amount” means, with respect to Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Loans occurring on such date. 
 “Participant” has the
meaning specified in Section 10.06(d). 
 “Participant Register” has the meaning specified in
Section 10.06(d). 
 “PATRIOT Act” has the meaning specified in Section 10.17. 

“PBGC” means the Pension Benefit Guaranty Corporation. 

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

  
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 “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. 

“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 the 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. 

“Permitted Acquisition” means any Acquisition permitted under the terms of Section 7.02. 

“Permitted Assignee” means (a) any Person that is a lender under the Existing Credit Agreement on the Effective Date,
(b) any Person identified on Schedule 1.01 or (c) any Person that is an investment grade commercial bank having total assets in excess of $500,000,000, calculated in accordance with the accounting principles prescribed by the
regulatory authority applicable to such bank in its jurisdiction of organization. 
 “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 the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Post-Acquisition Restructuring Period” means ninety (90) days after the date that the Closing Date Acquisition is
consummated (or such longer period as the Administrative Agent may agree). 
 “Public Lender” has the meaning specified in
Section 6.02. 
 “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity
Interests. 
 “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or
on account of any obligation of any Loan Party hereunder. 
 “Register” has the meaning specified in
Section 10.06(c). 
 “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and
shall be independent of the Borrower as prescribed by the Securities Laws. 

  
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 “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. 

“Removal Effective Date” has the meaning specified in Section 9.06. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived. 
 “Required Lenders” means, as of any date of determination, Lenders holding more than 50%
of the sum of (a) Total Outstandings on such date plus (b) the aggregate unused Commitments on such date; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Resignation Effective
Date” has the meaning specified in Section 9.06. 
 “Responsible Officer” means the chief executive
officer, president, chief financial officer or treasurer of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Article IV, the secretary or 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. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party. 
 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent
Person thereof). 
 “Sanction(s)” means any international economic 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. 

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and
the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any
applicable date hereunder. 

  
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 “Senior Notes” means (a) the senior notes issued by the Borrower pursuant
to the 2010 Note Purchase Agreement, (b) the senior notes issued by the Borrower pursuant to the 2012 Note Purchase Agreement, (c) the senior notes issued by the Borrower pursuant to the 2015 Note Purchase Agreement and (d) any other
senior notes issued by the Borrower after the Effective Date issued in accordance with Section 7.03(b), (g) or (h). 

“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 Representations” has the meaning specified in Section 4.02. 

“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 or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 
 “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. 

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

“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 creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting treatment). 
 “Target Group” means,
collectively, Shred-it International ULC, an Alberta unlimited liability corporation, Shred-it JV LP, an Ontario limited partnership, Boost GP Corp., an Ontario corporation, and Boost Holdings LP, an Ontario limited partnership, and each of their
respective Subsidiaries (if any). 
 “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. 

“TCPA Action” means the claims made against the Borrower and certain of its Subsidiaries in Sawyer v. Stericycle, et al.,
Case No. 2015 CH 07190 in the Circuit Court of Cook County, Illinois, and any related prior proceedings alleging violations of the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005, as more
specifically described in the Borrower’s Form 8-K filed with the SEC on May 21, 2015. 
 “Term Loan Facility”
means the term loan facility provided pursuant to the Aggregate Commitments, which is in an aggregate amount equal to the sum of the unused Commitments plus the Total Outstandings. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans. 

“Transaction Costs” means extraordinary and non-recurring costs in respect of (i) fees payable to the Administrative
Agent or an Arranger on or prior to the Closing Date pursuant to the Fee Letter and the other costs and expenses incurred by the Borrower or any of its Subsidiaries in connection with the preparation, execution and delivery of the Loan Documents and
(ii) all acquisition and integration costs and expenses incurred by the Borrower or any Subsidiary (including fees of any consultant engaged by the Borrower or such Subsidiary in connection with any Permitted Acquisition). 

  
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 “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan. 
 “United States” and “U.S.” mean the United States of America. 

“Unrestricted Cash” means, at any time, cash and Cash Equivalent Investments of the Borrower and its Subsidiaries to the
extent such cash and Cash Equivalent Investments are not subject to any Lien (other than a banker’s Lien or right of setoff pursuant to customary deposit arrangements) or any restriction as to its use and is included in “cash and cash
equivalents” and not “restricted Cash” on the consolidated balance sheet of the Borrower. 
 “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)(III). 
 “Voting Stock”
means, with respect to any Person, Equity Interests of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. 

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 any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or
otherwise modified (subject to any restrictions on such amendments, 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 “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, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and 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 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. 

  
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 (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 the Borrower 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 would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and
(ii) the Borrower 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 reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. 
 (c) Consolidation of Variable Interest Entities.
All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be
deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

(d) Pro Forma Basis. For purposes of computing the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, such
ratios (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the relevant period, after giving pro forma effect to each Acquisition and Disposition of a Person, business or asset
consummated during such period, together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such Acquisition, Disposition and related
transactions had been consummated on the first day of such period, in each case (i) based on historical results 

  
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accounted for in accordance with GAAP and (ii) prepared in accordance with Regulation S-X under the Securities Act of 1933, as in effect on the Effective Date (provided, that cost
savings expected to be realized following an Acquisition in respect of the elimination of duplicative positions and the closing of duplicative facilities may be reflected in such determination as if such cost savings had been effected as of the
beginning of such period, so long as (x) such elimination and/or closings are implemented by the business that was the subject of any such Acquisition within six months of the date of such Acquisition and are supportable and quantifiable by the
underlying accounting records of such business and (y) all cost increases expected to be incurred following such Acquisition are also reflected in such determination as if such cost increases had been incurred as of the beginning of such
period), and, with respect to all calculations made in clauses (i) and (ii), to the extent applicable, based upon reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other
certificate furnished to the Administrative Agent in connection with the terms of this Agreement. 
 1.04 Times of
Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable). 

1.05 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number). 
 ARTICLE II 

THE LOANS 
 2.01
Term Loan Borrowing. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan (each such loan, a “Loan”) to the Borrower in Dollars on the Closing Date in an amount not to
exceed such Lender’s Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 

2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type
to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not
later than 12:00 p.m. (i) three 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 telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing
of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing,
a 

  
 28 








 
conversion of 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 Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable 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 Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage
of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding
subsection. In the case of a Borrowing, each 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 2:00 p.m. on the Business Day
specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower. 
 (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 a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the
Required Lenders. 
 (d) The Administrative Agent shall promptly notify the Borrower 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 Borrower and the Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public announcement of such change. 
 (e) After giving effect to all
Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 12 Interest Periods in effect with respect to Loans. 

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of 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 Borrower, the Administrative Agent, and such Lender. 

  
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 2.03 Prepayments. The Borrower may, upon notice from the Borrower to the
Administrative Agent, at any time or from time to time voluntarily prepay 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 12:00 p.m. (i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (ii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,
if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and 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). If such notice
is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 Loans pursuant to this Section 2.03 shall be applied, first, to the next eight
(8) principal installments thereof on a pro rata basis and, second, to the remaining principal installments thereof on a pro rata basis. Subject to Section 2.12, such prepayment shall be paid to the Lenders in accordance with
their respective Applicable Percentages. 
 2.04 Termination or Reduction of Commitments. 

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time
permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid
on the effective date of such termination. 
 (b) Mandatory. The Aggregate Commitments shall be automatically and permanently
terminated on the Commitment Termination Date. The Administrative Agent will promptly notify the Lenders of any termination of the unused portion of the Aggregate Commitments under this Section 2.04(b). All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

2.05 Repayment of Loans. The Borrower shall repay to the Lenders the aggregate principal amount of all Loans in
quarterly principal installments on the dates and in the amounts (expressed as a percentage of the aggregate principal amount of the Term Loan Facility drawn under Section 2.01) set forth in the table below; provided that
(i) to the extent 

  
 30 








 
any date below occurs on or prior to the Closing Date, the principal payment amount shall be deemed to be 0%, (ii) the amount of each such payment shall be adjusted for the application of
prepayments in accordance with the order of priority set forth in Section 2.03 and (iii) the final principal repayment installment of the Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal to the
aggregate principal amount of all Loans outstanding on such date. 
  

					
	 Last Business Day of
	  	Principal Payment Amount	 
	 December 2015
	  	 	1.25	% 
	 March 2016
	  	 	1.25	% 
	 June 2016
	  	 	1.25	% 
	 September 2016
	  	 	1.25	% 
	 December 2016
	  	 	1.25	% 
	 March 2017
	  	 	1.25	% 
	 June 2017
	  	 	1.25	% 
	 September 2017
	  	 	1.25	% 
	 December 2017
	  	 	2.50	% 
	 March 2018
	  	 	2.50	% 
	 June 2018
	  	 	2.50	% 
	 September 2018
	  	 	2.50	% 
	 December 2018
	  	 	3.75	% 
	 March 2019
	  	 	3.75	% 
	 June 2019
	  	 	3.75	% 
	 September 2019
	  	 	3.75	% 
	 December 2019
	  	 	16.25	% 
	 March 2020
	  	 	16.25	% 
	 June 2020
	  	 	16.25	% 

 2.06 Interest. (a) Subject to the provisions of subsection (b) below,
(i) each Eurodollar Rate Loan 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; and (ii) each Base
Rate 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. 

(b) (i) If any amount of principal of any Loan is not paid when due, 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; provided that such Default Rate
shall apply automatically upon the occurrence of any Event of Default under Section 8.01(f). 
 (ii) 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. 

  
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 2.07 Fees. 

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its
Applicable Percentage, a commitment fee in Dollars equal to 0.15% per annum times the actual daily amount of the unused Commitments then in effect, subject to adjustment as provided in Section 2.12. The commitment fee shall
accrue at all times from and including the Effective Date to but excluding the earlier to occur of (i) the Closing Date and (ii) the Commitment Termination Date, including at any time during which one or more of the conditions in
Section 4.02 is not met, and shall be due and payable in arrears on the earlier to occur of (i) the Closing Date and (ii) the Commitment Termination Date. 

(b) Other Fees. 

(i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts, in Dollars, fees in
the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Borrower shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the
amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(iii) If the Borrower has not received at least $400,000,000 in net cash proceeds from an Equity Issuance on or prior to the
date that is sixty (60) days after the Closing Date, then the Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, in Dollars, a fee equal to 0.25% times the Total
Outstandings as of the 60th day following the Closing Date. Such fee shall be due and payable on the date that is 60 days after the Closing Date and shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.08 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 365 or 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 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 365 or 366-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 

  
 32 








 
Section 2.10(a), bear interest for one 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. 
 (b) If, as a result of any restatement of the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have
resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Lenders promptly on demand by the Administrative Agent (or, after the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the
amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under
Section 2.06(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

2.09 Evidence of Debt. The Credit Extensions made by each Lender shall be evidenced by one 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 Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing
with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower 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. 
 2.10 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to be made
by the Borrower 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 Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage (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 1:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue 

  
 33 








 
to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected in computing interest or fees, as the case may be. 
 (b) (i) 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 11:00 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 Borrower 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 Borrower 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 Borrower 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 Borrower, the interest rate applicable to Base Rate Loans.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays 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 Borrower shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (ii)
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount
due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, 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 Borrower
with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

  
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 (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 Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant
to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(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 or to make its payment under Section 10.04(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. 

2.11 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its
pro rata share thereof as provided herein, 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 of the
other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them, provided that: 
 (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower 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 or a Disqualified Institution) or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such
participation. 

  
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 2.12 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. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and
Section 10.01. 
 (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that
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 that Defaulting Lender to the
Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as
a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that 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 in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made
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 all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans
of that Defaulting Lender. 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 shall be deemed paid to and redirected by that Defaulting Lender, and
each Lender irrevocably consents hereto. 
 (iii) Certain Fees. No Defaulting Lender shall be entitled to receive any
commitment fee pursuant to Section 2.07(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that
Defaulting Lender). 

  
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 (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing
in their sole discretion that a Defaulting 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, that Lender will, to the extent applicable, purchase 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 Loans to be held on a pro rata
basis by the Lenders in accordance with their Applicable Percentages, whereupon that 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 Borrower 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. 
 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 under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good
faith discretion of the Administrative Agent) 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. 

(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) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the
information and documentation it has received pursuant to subsection (e) below, (B) 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 Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely 

  
 37 








 
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 Borrower. Without limiting the provisions of subsection (a) above, the Borrower 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) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect
thereof within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 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 (other than Indemnified Taxes and expenses payable by reason of the
gross negligence or willful misconduct of the applicable Recipient), 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 Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby,
indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to
Section 3.01(c)(ii) below. 
 (ii) Each Lender shall, and does hereby, severally indemnify, and shall make
payment in respect thereof within 10 Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, 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 and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent or the Borrower 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 hereby authorizes the Administrative Agent
to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). 

  
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 (d) Evidence of Payments. As soon as practicable after any payment of Taxes by the
Borrower to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent 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 Administrative Agent. 

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

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party
(x) with respect to payments of interest under any Loan Document, executed 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 

  
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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; 
 (II) executed copies of IRS Form
W-8ECI; 
 (III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-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 Borrower 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 
 (IV) 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 E-2 or Exhibit E-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 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 E-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 Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)


  
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of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (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 Borrower and the
Administrative Agent in writing of its legal inability to do so. 
 (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 have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such
Lender. If any Recipient determines, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall
pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower 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 Borrower, upon the request of the
Recipient, agrees to repay the amount paid over to the Borrower (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 Borrower 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 the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or
additional amounts with respect to such Tax had never been paid. This 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 the
Borrower or any other Person. For purposes of this subsection, the term “refund” shall include Tax refunds received in the form of reductions of Taxes otherwise payable. 

(g) 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material


  
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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 Borrower through
the Administrative Agent, (i) any obligation of such Lender to make, maintain, fund or charge interest with respect to any such Loan 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 Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower 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 Borrower shall also pay accrued interest on the amount so prepaid or converted. 

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)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine 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 such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower 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 Borrower 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 Borrowing of Base Rate Loans in the amount specified therein. 

  
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 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 Borrower 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)(i) of the first sentence of this Section, (2) the Administrative Agent or
the Required Lenders notify the Administrative Agent and the Borrower 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 Borrower
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 

(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 London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made by such Lender; 
 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 (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the 

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

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender
or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof. 
 (d) Delay in Requests. Failure or delay on the part of any
Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender
pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof). 
 (e) Additional Reserve Requirements. The Borrower 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 Borrower shall have received at least 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 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 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
Borrower 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); 

  
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 (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 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
Borrower pursuant to Section 10.13, 
 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 Borrower shall also pay any customary administrative fees charged by such Lender in connection with
the foregoing. 
 For purposes of calculating amounts payable by the Borrower 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. A certificate of a Lender setting forth the amount or amounts payable under this Section 3.05 and delivered to the Borrower shall be conclusive absent manifest error. 

3.06 Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. Each
Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower 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 Borrower 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, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, 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 to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is 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) that eliminates the amounts payable pursuant to Section 3.04 or Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13. 

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

  
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 ARTICLE IV 

CONDITIONS PRECEDENT 

4.01 Conditions of Effective Date. The effectiveness of this Agreement is subject to satisfaction of the following
conditions precedent: 
 (a) Documentation. The Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (where applicable), each dated the Effective
Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: 

(i) executed counterparts of this Agreement and the Guaranty; 

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 

(iii) such 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 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; 
 (iv) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; 

(v) a favorable opinion of counsel to the Loan Parties, and such other favorable opinions of counsel to the Guarantors as the
Administrative Agent may reasonably require, each addressed to the Administrative Agent and each Lender, and each as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 

(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and
approvals required in connection with 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; 
 (vii) a certificate signed
by a Responsible Officer of the Borrower certifying that (A) the representations and warranties of the Borrower contained in Article V (other 

  
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than Section 5.22) and each Loan Party contained in each other Loan Document are true and correct in all material respects (or, to the extent any such representation and warranty is
modified by materiality or Material Adverse Effect, in all respects) on and as of the Effective Date, and (B) no Default exists as of the Effective Date or would result from the effectiveness of this Agreement; 

(viii) a certificate signed by a Responsible Officer of the Borrower certifying that the Term Loan Facility is a
“Qualifying Term Facility” (as defined in the bridge facility commitment letter dated as of July 15, 2015 among the Borrower, Bank of America, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA);

 (ix) a certificate of a Responsible Officer of the Borrower attaching a copy of the Closing Date Acquisition Agreement
(including all schedules and exhibits thereto) in effect as of the Effective Date; and 
 (x) such other assurances,
certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 
 (b) PATRIOT
Act / KYC Information. The Lenders shall have received, at least five (5) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that were requested in writing at least ten (10) Business Days prior to the Effective Date. 

(c) Fees. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Effective Date shall
have been paid and (ii) all fees required to be paid to the Lenders on or before the Effective Date shall have been paid. 
 (d)
Legal Fees and Expenses. Unless waived by the Administrative Agent or the Arrangers, respectively, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers, respectively, to the
extent invoiced three (3) days prior to the Effective Date (including such additional amounts of such fees, charges and disbursements as shall constitute such counsel’s reasonable estimate of such fees, charges and disbursements incurred
or to be incurred by it through the closing proceedings included in any such invoice) (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 

Without limiting the generality of the provisions of the next to 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 Effective Date specifying its objection thereto. 

  
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 4.02 Conditions of Closing Date. The occurrence of the Closing Date and
the obligation of each Lender to make its Credit Extension hereunder, are each subject to satisfaction of the following conditions precedent: 

(a) Documentation. The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or copies
sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (where applicable), each dated the Closing Date (or, in the case of certificates
of governmental officials or Loan Notice, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: 

(i) a certificate of a Responsible Officer of the Borrower attaching copies of (or in the case of clause (A),
certifying that such agreement is unchanged from the version attached to the certificate delivered pursuant to Section 4.01(a)(ix)) (A) the Closing Date Acquisition Agreement (including all exhibits and schedules thereto) in effect
as of the Closing Date and (B) all material consents, licenses and approvals required in connection with the Closing Date Transactions (which consents, licenses and approvals shall be in full force and effect); 

(ii) a certificate of a Responsible Officer of the Borrower certifying that the conditions specified in subsections (b),
(c) and (d) of this Section 4.02 are satisfied; 
 (iii) a certificate of the chief
financial officer of the Borrower as to the Solvency of the Borrower and its Subsidiaries, on the Closing Date, on a consolidated basis after giving effect to the Closing Date Transactions and the Indebtedness incurred in connection therewith; and

 (iv) a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. 

(b) Closing Date Acquisition. The Closing Date Acquisition shall have been consummated, or shall be consummated substantially
concurrently with the funding of the Loans on the Closing Date, in accordance with the terms of the Closing Date Acquisition Agreement, without giving effect to any modification, amendment, consent or waiver thereto that is materially adverse to the
Lenders or the Arrangers, as reasonably determined by the Arrangers, without the prior written consent of the Arrangers (it being understood and agreed that (i) a decrease in the Closing Date Acquisition Consideration in excess of 10% in the
aggregate from July 15, 2015, (ii) a decrease in the Closing Date Acquisition Consideration not in excess of 10% in the aggregate from July 15, 2015 that is not accompanied by a dollar-for-dollar reduction in commitments in respect of
the Term Loan Facility and (iii) any increase in Closing Date Acquisition Consideration funded with proceeds of Indebtedness shall in each case be deemed to be materially adverse to the Lenders). 

(c) Closing Date Material Adverse Effect. (i) From March 31, 2015 to July 15, 2015, there has not been any Closing Date
Material Adverse Effect and no event has occurred or circumstance exists which may result in a Closing Date Material Adverse Effect and (ii) since July 15, 2015 there has not been any Closing Date Material Adverse Effect. 

  
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 (d) Accuracy of Acquisition Agreement Representations and Specified Representations. Each
of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, in all
respects) on and as of the Closing Date, 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 (or, to the extent any such
representation and warranty is modified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02(d), the representations and warranties contained in
Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. 

(e) Making of All Representations and Warranties. Subject to the Certain Funds Provisions set forth below, the representations and
warranties of the Borrower contained in Article V and each Loan Party contained in each other Loan Document shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by materiality
or Material Adverse Effect, in all respects) on and as of the Closing Date, 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
(or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02(e), the representations and
warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively (it being acknowledged and agreed that when
delivering the Loan Notice pursuant to Section 4.02(a)(iv), subject to the Certain Funds Provisions, all of the representations and warranties referenced in this Section 4.02(e) shall be deemed to be made on and as of the
Closing Date). 
 (f) Financial Information. The Arrangers shall have received (i) for the Target Group, IFRS audited combined
statements of financial position and related combined statements of income, changes in equity and cash flows for the three most recent fiscal years ended by August 15, 2015, (ii) for the Borrower and its Consolidated Subsidiaries, GAAP
unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal quarter ended June 30, 2015 by August 10, 2015, and, to the extent the Closing Date shall not have occurred by
November 9, 2015, the fiscal quarter ended September 30, 2015 by November 9, 2015, (iii) GAAP unaudited combined balance sheet of the Target Group at June 28, 2015 and unaudited combined statements of income of the Target
Group for the six-month period ending on June 28, 2015 by August 22, 2015, (iv) GAAP combined statements of income of the Target Group for the fiscal year ended 2014 as well as GAAP carve out financial statements with respect to
Cintas’ document shredding business, which comprise the carve-out statements of income for the four-month period ended April 30, 2014 by August 22, 2015, (v) IFRS unaudited combined balance sheets of the Target Group at
June 28, 2015 and related unaudited comparative combined statements of income, changes in equity and cash flows of the Target Group for the six-month period ending on June 28, 2015 and June 29, 2014, together with all related notes
and schedules thereto by August 22, 2015, (vi) GAAP unaudited 

  
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combined balance sheet of the Target Group at September 27, 2015 and unaudited combined statements of income of the Target Group for the nine-month period ending on September 27, 2015
by November 22, 2015, and (vii) IFRS unaudited combined balance sheets of the Target Group at September 27, 2015 and related unaudited comparative combined statements of income, changes in equity and cash flows of the Target Group for
the nine-month period ending on September 27, 2015 and September 28, 2014, together with all related notes and schedules thereto by November 22, 2015; in the case of clauses (vi) and (vii) above only if the
Closing Date shall not have occurred by November 22, 2015, which financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC
promulgated thereunder applicable to a registration statement under such Act on Form S-1. 
 (g) PATRIOT Act / KYC Information. The
Lenders shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including, without limitation, the PATRIOT Act, that were requested in writing at least ten (10) Business Days prior to the Closing Date. 

(h) Effective Date. The Effective Date shall have occurred. 

(i) Fees. (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. 
 (j) Legal Fees
and Expenses. Unless waived by the Administrative Agent or the Arrangers, respectively, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers, respectively, to the extent
invoiced three (3) days prior to the Closing Date (including such additional amounts of such fees, charges and disbursements as shall constitute such counsel’s reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings included in any such invoice) (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 

(k) Outside Date. The conditions specified in this Section 4.02 shall have been satisfied on or prior to November 15,
2015 (or such later date to which the Outside Date (as defined in the Closing Date Acquisition Agreement) is extended pursuant to the Closing Date Acquisition Agreement as in effect on July 15, 2015, but in any event no later than
January 15, 2016). 
 Without limiting the generality of the provisions of the next to last paragraph of Section 9.03, for purposes of
determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

  
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 Notwithstanding anything in this Section 4.02 to the contrary, the only representations and
warranties the accuracy of which will be a condition to the availability of the Term Loan Facility on the Closing Date will be (a) such representations and warranties regarding the Target Group in the Closing Date Acquisition Agreement as are
material to the interests of the Lenders, but only to the extent that the Borrower (or a Subsidiary) has the right to terminate the Borrower’s (or its Subsidiaries’) obligations under the Closing Date Acquisition Agreement (or the right
not to consummate the Closing Date Acquisition pursuant to the Closing Date Acquisition Agreement) as a result of a failure of such representations and warranties to be true and correct (the “Acquisition Agreement Representations”)
and (b) the Specified Representations (as defined below). For purposes hereof, the term “Specified Representations” mean the representations and warranties set forth in Sections 5.01(a), (b) and (d),
5.02 (limited in the case of 5.02(b) to Material Debt Instruments), 5.03, 5.04, 5.05(a), 5.05(b), 5.07, 5.14, 5.20, 5.21 and 5.22. For the avoidance of doubt, the foregoing
provisions of this paragraph shall be referred to herein as the “Certain Funds Provisions”. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or
formed, validly existing and in good standing (if applicable in such Loan Party’s or Subsidiary’s jurisdiction of incorporation or organization) 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 (c) is duly qualified and is licensed and in good standing (if applicable in such Loan Party’s or Subsidiary’s jurisdiction of incorporation or organization) 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 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; or
(c) violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect. 

  
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 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 the execution, delivery or performance by, or enforcement against, any Loan Party
of this Agreement or any other Loan Document. 
 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, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, examinership or
similar laws affecting creditors’ rights generally and by principles of equity). 
 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 and (ii) fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. 

(b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries dated March 31, 2015, and the related
consolidated statements of income or operations, shareholders’ equity 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 the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its
Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. 

(c) Since the date of 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. 
 5.06 Litigation. There are no actions,
suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower
or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect. 

  
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 5.07 No Default. Neither the Borrower nor any Subsidiary is in default
under or with respect 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; Liens. Each of
the Borrower and each Subsidiary 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. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09 Environmental Compliance. The Borrower and its Consolidated Subsidiaries conduct in the ordinary course of business
a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower
has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Borrower, 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 the Borrower
or the applicable Subsidiary operates. 
 5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their 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. There is no proposed tax assessment against the
Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. 
 5.12 ERISA Compliance. 

(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 IRS 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 IRS 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 IRS. To the best knowledge of the
Borrower, nothing has occurred which would prevent, or cause the loss of, such tax-qualified status. 

  
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 (b) There are no pending or, to the best knowledge of the Borrower, 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 the 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; (ii) the Borrower and each
ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) 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 the 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; (iv) neither the 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; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA; and (vi) 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. 
 5.13 Subsidiaries; Equity Interests. As of the Effective
Date, the Borrower has no 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 nonassessable and
are owned in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens. The Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of
Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, and are fully paid and nonassessable. 

5.14 Margin Regulations; Investment Company Act. 

(a) The Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of the Borrowing, not more than 25% of the value of
the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or
instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock. 

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

  
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 5.15 Disclosure. The Borrower has 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. No report, financial statement, certificate or other information furnished (whether in writing or orally) 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 (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
 5.16 Compliance
with Laws. Each of the Borrower and each Subsidiary 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. The
Borrower and 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, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to
the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

5.18 Material Subsidiaries. As of the Effective Date, Schedule 5.18, or as of the date the most recent supplement
to Schedule 5.18 is delivered by the Borrower pursuant to Section 6.12, sets forth the Material Subsidiaries of the Borrower. 

5.19 Taxpayer Identification Number. The true and correct U.S. taxpayer identification number of the Borrower on the
Effective Date is set forth on Schedule 5.19. 
 5.20 Sanctions. No Loan Party, nor, to the knowledge of any
Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii) is located, organized or 

  
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residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of
Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Credit Extension, nor the proceeds from any Credit Extension, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available
to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will
result in any violation by any Person (including any Lender, any Arranger or the Administrative Agent) of Sanctions or any applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act or any regulations issued
pursuant to it. 
 5.21 Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their businesses
in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 

5.22 Solvency. The Borrower, together with its Consolidated Subsidiaries on a consolidated basis, is Solvent on the
Closing Date after giving effect to the Closing Date Transactions and the Indebtedness incurred in connection therewith. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So long as
any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and
6.03) cause each Subsidiary to: 
 6.01 Financial Statements. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 
 (a) as soon as available, but in any event
within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
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, audited and accompanied by a
report and opinion of Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such


  
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fiscal quarter and for the portion of the Borrower’s 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, certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 

As to any information contained in materials furnished pursuant to Section 6.02, the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above
at the times specified therein. 
 6.02 Certificates; Other Information. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 
 (a) concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower together with a reconciliation of the financial condition and financial results
(including balance sheet and income statement items) of the Borrower and its Consolidated Subsidiaries, on the one hand, and the Borrower and its Subsidiaries (including balance sheet and income statement items), on the other hand; 

(b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Consolidated Subsidiary, or any audit
of any of them; 
 (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or
communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 
 (d) promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Consolidated Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; 

(e) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Consolidated 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; and 
 (f) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Consolidated Subsidiary (including projections), or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

  
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 Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (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
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on 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 Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower 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. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be
deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower 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 10.07); (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 

  
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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.” The Administrative Agent and the Arrangers acknowledge that material non-public information with respect to the Borrower and its Consolidated Subsidiaries is highly confidential and agree to take
commercially reasonable steps to protect such information from public disclosure. In the event of the inadvertent public disclosure of any such information by the Administrative Agent or the Arrangers, the Administrative Agent or the Arrangers, as
applicable, shall promptly notify the Borrower. The Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent and/or the Arrangers on the Platform, including the portion of
the Platform that is designated for “public side” Lenders. 
 6.03 Notices. Promptly notify the
Administrative Agent and each Lender: 
 (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, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority;
or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; 

(c) of the occurrence of any ERISA Event; and 

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any
determination by the Borrower referred to in Section 2.08(b). 
 Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes 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 Obligations. Pay and discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all 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 and adequate
reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 
 6.05
Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (if applicable in such Subsidiary’s jurisdiction 

  
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of incorporation or organization) under the Laws of the jurisdiction of its organization 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. 

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 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. (a) Maintain with financially sound and reputable insurance companies not Affiliates
of the Borrower, 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. 
 (b) Use its commercially reasonable efforts to ensure that (i) each Person
contracted by the Borrower or any of its Subsidiaries that at any time has possession of any materials handled by the Borrower or its Subsidiaries maintains insurance with financially sound and reputable insurance companies over such materials with
respect to property and risks of a character usually maintained by Persons of comparable size engaged in the same or similar business and similarly situated against loss, damage and liability of the kinds and in the amounts customarily maintained by
such Persons and (ii) in addition to, and not in limitation of, clause (i) above, all third party contract haulers or other Person contracted by the Borrower or its Subsidiaries to handle or transport Hazardous Materials also
maintains pollution legal liability insurance with financially sound and reputable insurance companies with respect to the handling or transporting of such materials of a character usually maintained by Persons of comparable size engaged in the same
or similar business and similarly situated, and in each case the Borrower or its Subsidiary, as the case may be, be named an additional insured under all such policies and obtain waivers of subrogation from such third party contractors. 

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 the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and


  
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account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender
to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, prior to the
occurrence of a Default, the Borrower shall not be required to pay the expenses associated with more than one such visitation and inspection by each Lender during any calendar year; provided, further, however, that when an Event
of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance
notice. 
 6.11 Use of Proceeds. Use the proceeds of the Loans to (a) pay a portion of the Closing Date
Acquisition Consideration and (b) pay a portion of the fees and expenses incurred in connection with the Closing Date Transactions. 

6.12 Additional Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days
after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree)) cause such Person
to (a) so long as such Person is not an Excluded Subsidiary, provide an unconditional guaranty of the Obligations of the Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Guaranty or such
other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of
Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to
which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in
such Subsidiary’s jurisdiction of incorporation or organization) 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 qualifications, except
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.18 setting forth the Subsidiaries of the Borrower necessary to make the representation and warranty
set forth in Section 5.18 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred
to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Borrower or any of
its Subsidiaries, then, notwithstanding the notice and 

  
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timing provisions set forth herein above, the Borrower shall cause such Material Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver the related documents
required by this Section concurrently with the consummation of such Acquisition; provided that, with respect to the Closing Date Acquisition (but subject to the proviso to Section 7.03), the Borrower shall not be required to
notify the Administrative Agent if any Person becomes a Material Subsidiary until 45 days after such occurrence (or such longer period as the Administrative Agent may agree) after the end of the Post-Acquisition Restructuring Period, and thereafter
shall promptly (and in any event within 30 days after such notification (or such longer period as the Administrative Agent may agree)) execute and deliver such Guaranties and related documents required by this Section. Notwithstanding anything to
the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b), or (c) of the definition thereof be required to provide a guaranty of any Obligations of the Borrower.

 6.13 Anti-Corruption Laws. Conduct its businesses in compliance with applicable anti-corruption laws and maintain
policies and procedures designed to promote and achieve compliance with such laws. 
 6.14 Further Assurances.
Cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this
Agreement and the other Loan Documents. 
 ARTICLE V 

IINEGATIVE COVENANTS 
 So long as
any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower 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 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 7.03(b), (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 7.03(b); 

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, 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 

  
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30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable
Person; 
 (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; 
 (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 detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) leases, subleases, licenses and sublicenses granted to third parties in the ordinary course of business, in each case, not interfering
with the operations of business of the Borrower or its Subsidiaries; 
 (i) Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h); 
 (j) Liens securing Indebtedness permitted under
Section 7.03(g) or (h); provided, that (i) the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed $100,000,000 at any time, and (ii) such Liens shall not secure any
Senior Notes; 
 (k) Liens securing obligations in respect of Capital Leases on assets subject to such Capital Leases to the extent such
Capital Leases are otherwise permitted by Section 7.03(f); 
 (l) Liens on cash collateral securing obligations under letters of
credit issued under the Existing Credit Agreement; and 
 (m) all other Liens securing the Existing Credit Agreement Indebtedness and the
other Closing Date Acquisition Indebtedness so long as such Indebtedness ranks pari passu with or is junior in right of payment and lien priority to the Indebtedness under this Agreement, is incurred (other than Indebtedness of Foreign Subsidiaries
that are “Designated Borrowers” under the Existing Credit Agreement) and guaranteed only by one or more of the Loan Parties (other than guarantees by Foreign Subsidiaries that are in effect under the Existing Credit Agreement), and is
subject to an intercreditor and/or subordination agreement in form and substance satisfactory to the Administrative Agent. 

7.02 Investments. Make any Investments, except: 

(a) Investments reflected on the consolidated balance sheet included in the Borrower’s quarterly report on Form 10-Q for the quarter
ended June 30, 2015 and Investments since June 30, 2015 in existence on the date hereof and described in Schedule 7.02, and any renewal or extension of any such Investments that does not increase the amount of the Investment being
renewed or extended as determined as of such date of renewal or extension; 

  
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 (b) Investments held by the Borrower or any Subsidiary in the form of cash equivalents or
short-term marketable debt securities; 
 (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an
aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

(d) Investments of the Borrower in any Guarantor that has provided an unconditional guaranty of the Obligations of the Borrower and
Investments of any such Guarantor in the Borrower or in another such Guarantor; 
 (e) the Closing Date Acquisition; 

(f) 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; 

(g) Guarantees permitted by Section 7.03; 

(h) if an Enhanced Performance Noncompliance Date has occurred and an Enhanced Performance Restoration Date has not yet occurred with respect
to such Enhanced Performance Noncompliance Date, other Investments not otherwise permitted under this Section 7.02 in an aggregate amount not to exceed $100,000,000 (excluding, in the case of each such Investment constituting an
Acquisition, the aggregate amount of cash and cash equivalents acquired pursuant to such Acquisition or held by the Person subject to such Acquisition) from such Enhanced Performance Noncompliance Date until occurrence of an Enhanced Performance
Restoration Date; provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the date of the making or acquisition of such Investment, and (ii) after giving effect to such Investment, the Borrower is
in pro forma compliance with the financial covenants contained in Section 7.11 (determined as if such Investment had been made (and any related Indebtedness incurred in connection therewith were incurred) on the last day of the most
recently completed four fiscal quarters of the Borrower); and provided, further, that, if any such Investment is an Acquisition, the following additional conditions are satisfied: 

(i) the Person to be acquired is not engaged in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto; 

(ii) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of each of the
Borrower or the applicable Subsidiary and of the Person to be acquired has approved such Acquisition; 

  
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 (iii) any Indebtedness directly or indirectly incurred or assumed in connection
with such Acquisition shall have been permitted to be incurred or assumed pursuant to Section 7.03; and 
 (iv)
if one or more additional Material Subsidiaries are created in connection with, or result from the consummation of, such Acquisition, the Borrower shall deliver or cause to be delivered to the Administrative Agent a supplement to Schedule
5.18 setting forth the Subsidiaries of the Borrower necessary to make the representation and warranty set forth in Section 5.18 true and correct after giving effect to such Acquisition and, if so required pursuant to
Section 6.12, each of the Domestic Subsidiary Guaranty and related documents described by Section 6.12 with respect to such additional Material Subsidiaries that are not Excluded Subsidiaries; and 

(i) other Investments not otherwise permitted under this Section 7.02 if, on the date of the making or acquisition of such
Investment, (i) the Enhanced Performance Condition is satisfied, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) after giving effect to such Investment, the Borrower is in pro forma compliance
(consistent with Section 1.03(d), if applicable) with the financial covenants contained in Section 7.11 (determined as if such Investment had been made (and any related Indebtedness incurred in connection therewith were
incurred) on the last day of the most recently completed four fiscal quarters of the Borrower) and (iv) if any such Investment is an Acquisition, the following additional conditions must be satisfied: 

(i) the Person to be acquired is not engaged in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto, except for Investments in other lines of business in an aggregate amount not to exceed $100,000,000 at any time
outstanding for all such Investments (the amount of any such Investment being the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment); 

(ii) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of each of the
Borrower or the applicable Subsidiary and of the Person to be acquired has approved such Acquisition; 
 (iii) any
Indebtedness directly or indirectly incurred or assumed in connection with such Acquisition shall have been permitted to be incurred or assumed pursuant to Section 7.03; and 

(iv) if one or more additional Material Subsidiaries are created in connection with, or result from the consummation of, such
Acquisition, the Borrower shall deliver or cause to be delivered to the Administrative Agent a supplement to Schedule 5.18 setting forth the Subsidiaries of the Borrower necessary to make the representation and warranty set forth in
Section 5.18 true and correct after giving effect to such Acquisition and, if so required pursuant to Section 6.12, each of the Domestic Subsidiary Guaranty and related documents described by Section 6.12 with
respect to such additional Material Subsidiaries that are not Excluded Subsidiaries. 

  
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 7.03 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except: 
 (a) Indebtedness under the Loan Documents; 

(b) Indebtedness reflected on the consolidated balance sheet included in the Borrower’s quarterly report on Form 10-Q for the quarter
ended June 30, 2015 and Indebtedness incurred since June 30, 2015 outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) 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 (ii) 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 Borrower and its
Subsidiaries, in the Borrower’s reasonable judgment, 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; 
 (c) Guarantees of the Borrower or any
Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor; 
 (d) obligations (contingent or
otherwise) of the Borrower or any Subsidiary 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a
“market view;” 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; 

(e) intercompany Indebtedness permitted under Section 7.02; 

(f) Capital Leases in an aggregate amount not to exceed $50,000,000 at any time outstanding; 

(g) if an Enhanced Performance Noncompliance Date has occurred and an Enhanced Performance Restoration Date has not yet occurred with respect
to such Enhanced Performance Noncompliance Date, other Indebtedness not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $100,000,000 incurred from such Enhanced Performance Noncompliance Date until
occurrence of an Enhanced Performance Restoration Date, provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the date of the incurrence or assumption of any such Indebtedness, and (ii) after
giving effect to the incurrence or assumption of such Indebtedness, the Borrower is in pro forma compliance with the financial 

  
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covenants set forth in Section 7.11 (determined on the basis of the financial information for the most recently completed four fiscal quarters of the Borrower as though such
additional Indebtedness had been incurred as of the last day of such period); 
 (h) other Indebtedness not otherwise permitted under this
Section 7.03 if, on the date of the incurrence or assumption of such Indebtedness, (i) the Enhanced Performance Condition is satisfied, (ii) no Default or Event of Default shall have occurred and be continuing and
(iii) after giving effect to the incurrence or assumption of such Indebtedness, the Borrower is in pro forma compliance (consistent with Section 1.03(d), if applicable) with the financial covenants set forth in
Section 7.11 (determined on the basis of the financial information for the most recently completed four fiscal quarters of the Borrower as though such additional Indebtedness had been incurred as of the last day of such period); 

(i) the Existing Credit Agreement Indebtedness and any increases, refinancings, refundings, renewals or extensions thereof; 

(j) any Closing Date Acquisition Indebtedness and any refinancings, refundings, renewals or extensions thereof; provided that the
amount of such Closing Date Acquisition 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 plus an amount equal to any existing commitments unutilized thereunder; and 
 (k)
all Guarantees by the Borrower of the obligations of the purchaser subsidiaries formed to consummate the Closing Date Acquisition under the Closing Date Acquisition Agreement. 

provided, in each case that no Subsidiary (other than those Subsidiaries described in clauses (a), (b) or (c) of the definition of
“Excluded Subsidiary”) shall issue, Guarantee or incur any Indebtedness under any Senior Note, any Existing Credit Agreement Indebtedness or any other Closing Date Acquisition Indebtedness unless such Subsidiary is also a Guarantor;
provided, further, that the Guarantee by MedServe, Inc. (“MedServe”) of the Senior Notes issued pursuant to the 2010 Note Purchase Agreement may remain in place without MedServe being a Guarantor so long as MedServe is
not a Material Subsidiary and does not Guarantee any other Senior Notes. 
 7.04 Fundamental Changes. Merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or agree to
or effect any Acquisition, except that, so long as no Default exists or would result therefrom: 
 (a) any Subsidiary may liquidate or
dissolve voluntarily into, and merge with and into (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is
liquidating or dissolving into, or merging with and into, another Subsidiary, a Guarantor shall be the continuing or surviving Person; 

  
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 (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; and 

(c) the Borrower or any Subsidiary may consummate any Permitted Acquisition. 

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 

(a) Dispositions of unused, obsolete 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; 

(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) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such
property is a Guarantor, the transferee thereof must be an entity in which such Guarantor may make an Investment pursuant to Section 7.02(d), (h) or (i), such Dispositions shall be treated as Investments under such
Section and such Investments must be permitted thereunder; 
 (e) Dispositions of accounts receivable in connection with the collection or
compromise of such accounts receivable in the ordinary course of business; 
 (f) Dispositions permitted by Section 7.04; 

(g) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not
exceeding five years; 
 (h) Dispositions constituting a swap/exchange of assets for similar assets (although not necessarily serving the
same geographical area), provided that (i) the net book value of the assets so Disposed in any transaction or series of related transactions does not exceed $50,000,000 during the 12-month period ending on the date of the last such
Disposition and (ii) any cash paid (or Indebtedness assumed) by the Borrower or any of its Subsidiaries in connection with such swap/exchange shall reduce dollar-for-dollar the amount set forth in clause (i)(ii) below; and 

(i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that
(i) the consideration received by the Borrower or applicable Subsidiary consists of at least 75% cash and (ii) the net book value of the assets to be Disposed, together with the net book value of all other assets Disposed of pursuant to
this clause (i), does not exceed $100,000,000 during the 12-month period ending on the date of the last such Disposition; 

  
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 provided, however, that any Disposition pursuant to clauses (a) through
(i) shall be for fair market value. 
 7.06 Restricted Payments. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: 

(a) each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an 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; 

(b) the Borrower and each Subsidiary may declare and make Restricted Payments payable solely in the common stock or other common Equity
Interests of such Person; 
 (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it
with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; 

(d) if an Enhanced Performance Noncompliance Date has occurred and an Enhanced Performance Restoration Date has not yet occurred with respect
to such Enhanced Performance Noncompliance Date, the Borrower and each Subsidiary may declare, pay and make other Restricted Payments consisting of dividends, repurchases or redemptions with respect to the Borrower’s Equity Interests not
otherwise permitted under this Section 7.06 in an aggregate amount not to exceed $100,000,000 incurred from such Enhanced Performance Noncompliance Date until occurrence of an Enhanced Performance Restoration Date, provided, that,
(i) no Default or Event of Default shall have occurred and be continuing at the date of the declaration or payment thereof, and (ii) after giving effect to such Restricted Payment, the Borrower is in pro forma compliance with the financial
covenants set forth in Section 7.11 (determined as if such Restricted Payment had been made (and any related Indebtedness incurred in connection therewith were incurred) on the last day of the most recently completed four fiscal quarters
of the Borrower); 
 (e) the Borrower and each Subsidiary may declare, pay and make Restricted Payments consisting of dividends, repurchases
or redemptions with respect to the Borrower’s Equity Interests not otherwise permitted by this Section 7.06 if, on the date of declaration or payment thereof, (i) the Enhanced Performance Condition is satisfied, (ii) no
Default or Event of Default shall have occurred and be continuing, and (iii) after giving effect to such Restricted Payment, the Borrower is in pro forma compliance (consistent with Section 1.03(d), if applicable) with the financial
covenants set forth in Section 7.11 (determined as if such Restricted Payment had been made (and any related Indebtedness incurred in connection therewith were incurred) on the last day of the most recently completed four fiscal quarters
of the Borrower); 
 (f) the Borrower and its Subsidiaries may make any payments under the Closing Date Acquisition Agreement; and 

  
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 (g) the Borrower and each Subsidiary may convert the Mandatorily Convertible Shares in accordance
with the terms thereof and, so long as no Default or Event of Default shall have occurred and be continuing on the date of declaration or payment thereof, may declare and make dividend payments thereon (in cash or otherwise). 

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto, except to the extent otherwise permitted under Sections 7.02(e) and (i) and 7.04. 

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or
not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length
transaction with a Person other than an Affiliate; provided, that the foregoing restrictions shall not apply to transactions between or among the Borrower and its Subsidiaries which are expressly permitted under the other Sections of this
Article VII. 
 7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than restrictions
contained in this Agreement or any other Loan Document, or in Section 10.3 of the 2010 Note Purchase Agreement, Section 10.3 of the 2012 Note Purchase Agreement, Section 10.3 of the 2015 Note Purchase Agreement or any similar
provision in any other note purchase agreement related to any Senior Notes issued in accordance with Section 7.03(b), (g) or (h), or in any similar provision of any agreement evidencing the Existing Credit Agreement
Indebtedness or any other Closing Date Acquisition Indebtedness) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Loan Party or to otherwise transfer property to the Borrower or any Loan
Party, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this
clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness in respect of Capital Leases and purchase money obligations for fixed or capital assets solely to the extent any such
negative pledge relates to the property financed by or the subject of such Indebtedness and such transactions are otherwise permitted under Sections 7.01 and 7.03; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person. 
 7.10 Use of Proceeds. Other than to
the extent permitted under Section 7.06, 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 Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the
Borrower to be less than 3.00 to 1.00. 

  
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 (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to be greater than
(i) at any time from the Effective Date until the earlier to occur of (x) the Commitment Termination Date and (y) the last day of the first fiscal quarter of the Borrower ending on or after the first anniversary date of the Closing
Date (the “Initial Period”), 4.35 to 1.00 and (ii) at any time thereafter, 3.75 to 1.00; provided that upon receipt by the Borrower during the Initial Period of at least $400,000,000 in net cash proceeds from an Equity
Issuance, the maximum permitted Consolidated Leverage Ratio during the Initial Period shall immediately step-down to 4.00 to 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 or otherwise) of Sanctions or
any applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act or any regulations issued pursuant to it. 

7.13 Anti-Corruption Laws. Directly or indirectly use 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, or other similar legislation in other jurisdictions. 

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. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency
required hereunder, any amount of principal of any Loan, or (ii) within three days after the same becomes due, any interest on any Loan or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount
payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, or 6.12 or Article VII; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or, in the case of any representation or
warranty qualified by reference to materiality or Material Adverse Effect, in any respect) when made or deemed made; or 

  
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 (e) Cross-Default. (i) The Borrower or any Subsidiary (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 $75,000,000, 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 the Borrower or any Subsidiary 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 the Borrower or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $75,000,000; or (iii) any other event or series of events occurs that constitutes an “Event
of Default” with respect to any of the Senior Notes; or 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any Material
Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, examiner, provisional examiner or similar officer for it or for all or any material part of its property or any corporate action is taken by any Loan Party or any Material Subsidiary for the suspension of its debts
generally (or any class of them) or for the declaration of a moratorium of its debt (or any class of it) or any analogous procedure or step is taken in any jurisdiction; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
examiner, provisional examiner 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) The Borrower or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, (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 30 days after its issue or levy or (iii) the Borrower or any Subsidiary is, or is deemed for the purposes of any Debtor Relief Law or other law, to be insolvent, or stops, suspends, or announces its intention to stop or
suspend payment of all or a material part of its indebtedness; or 

  
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 (h) Judgments. There is entered against the Borrower or any Subsidiary (i) a final
judgment or order for the payment of money in an aggregate amount exceeding $75,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one 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 30 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) [Reserved.] 
 (j)
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 liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC in an aggregate amount in excess of $25,000,000, or (ii) the 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 in an aggregate amount in excess of $25,000,000; or 
 (k)
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
Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; 
 (l) Change of Control. There occurs
any Change of Control; or 
 (m) Regulatory Action. Any Governmental Authority shall take any action with respect to the Borrower or
any of its Subsidiaries (including any action that would cause any license, permit, consent or other authorization to cease to be in full force and effect or to be held to be illegal or invalid and including any action (including the commencement of
an action or proceeding) that results or may result in the revocation, termination, withdrawal, suspension or substantial and adverse modification of any such license, permit, consent or other authorization) which would have a Material Adverse
Effect, unless such action is set aside, dismissed or withdrawn within 60 days after its institution or such action is being contested in good faith and its effect is stayed during such contest. 

  
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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 unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and 

(b) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders 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 Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due
and payable, 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 as set forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall, subject to the provisions of Section 2.12, 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 reasonable
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 and
interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them; 
 Third, to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders 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,
ratably among the Lenders 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 Borrower or as otherwise required by Law. 

  
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 ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints 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 and the Lenders, and the Borrower shall not 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.
Each Lender authorizes and instructs the Administrative Agent to enter into any intercreditor agreement contemplated to be entered into in connection herewith (including as contemplated by Section 7.01(m)) as Administrative Agent for
such Lender and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent thereunder 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 the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 

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

  
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 The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 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 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 Borrower or a Lender. 

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent. 
 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, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as
to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) 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. 
 9.04 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or
experts. 

  
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 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 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. 

9.06 Removal or Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with the Borrower, 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 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, appoint a successor Administrative Agent meeting the qualifications set forth
above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with
such notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to
clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the
Borrower, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of such bank with an office in the United States; provided that, without the consent of the Borrower (not to be unreasonably withheld),
the Required Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date. 
 (c) With effect from the Removal Effective Date or the Resignation 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 under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such 

  
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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 directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this 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. 

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender 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 arranger(s), bookrunner(s),
syndication agent(s) or documentation agent(s) 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 or a Lender hereunder. 
 9.09 Administrative Agent May File Proofs of Claim. 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 shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file 

  
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such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 10.04) allowed in such
judicial proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator, examiner, provisional examiner or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent 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 2.07 and
10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such
proceeding. 
 9.10 Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, 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 hereunder or becomes an Excluded Subsidiary. 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 
 ARTICLE X 

MISCELLANEOUS 

10.01 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 Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower 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) waive any condition set forth in Section 4.01 (other than
Section 4.01(c)(i) or (d)) or Section 4.02 (other than Section 4.02(i)(i) or (j)), without the written consent of each Lender; 

  
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 (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
hereunder) without the written consent of such Lender; 
 (c) postpone any date fixed by this Agreement or any other Loan Document for any
payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate, or to change the manner of computation of any financial ratio (including any
change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; 

(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender adversely affected thereby; 
 (f) change any provision of this Section 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 or any provision of this Agreement requiring the
consent or approval of a number of Lenders without the written consent of each Lender 
 (g) release all or substantially all of the value
of the Guaranty without the written consent of each Lender; 
 and, provided further, that (i) 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 (ii) the 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 anything to the contrary herein, no Lender consent is required to effect any amendment, modification or supplement to any
intercreditor agreement entered into in connection herewith that is (i) for the purpose of adding holders of Existing Credit Agreement 

  
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Indebtedness, other Closing Date Acquisition Indebtedness or other applicable Indebtedness (or any permitted refinancing of the foregoing) (or a representative with respect thereto) as parties
thereto, as expressly contemplated by the terms of such intercreditor arrangement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to such intercreditor agreement as, in the good
faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests of the Lenders) or (ii) expressly
contemplated by such intercreditor agreement entered into in connection herewith; provided further that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent
hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. 
 10.02
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 telecopier 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 the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and 
 (ii) if to any other Lender, to the address,
telecopier 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 Borrower). 
 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 telecopier shall be deemed to have been given when sent (except that, if not given
during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices 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 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 pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications. 

  
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 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 the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the platform, any other electronic platform or electronic messaging
service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages
(as opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change
its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower and the Administrative Agent. 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, telecopier 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 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 

  
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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 Borrower or its securities for purposes
of United States Federal or state securities laws. 
 (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and
the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, 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 Borrower. 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. 

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender 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; 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) any Lender from exercising
setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.11), or (c) 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) and (c) of the preceding proviso and subject to
Section 2.11, 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. 

  
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 10.04 Expenses; Indemnity; Damage Waiver. (a) Costs and
Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the
Administrative Agent and its Affiliates, which shall be limited to McGuireWoods LLP as counsel for the Administrative Agent and its Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated) and (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative
Agent or any Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made
hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, 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 Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction. This Section 10.04(b) shall not apply to Taxes (which shall be governed solely by Sections 3.01 and 3.04) other than any Taxes that represent losses, claims, damages and
liabilities arising from any non-Tax claims that are indemnified pursuant to this Section 10.04(b). 

  
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 (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails 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) or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent) 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 Term Loan Facility 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) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) 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) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.10(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the
Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or 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 unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 
 (e) Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. 
 (f) Survival. The
agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations. 
 10.05 Payments Set Aside. To the extent that any payment by
or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver, examiner 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 

  
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be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share (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 under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06 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 the Borrower may not 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 subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection
(e) of this Section (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 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 or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at
the time owing to it or contemporaneous assignments 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 or, if the 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 unless each of the 

  
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Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by
subsection (b)(i)(B) of this Section and, in addition: 
 (A) subject to subsection (f) of this
Section, the consent of the Borrower (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 (provided that prior to the
Closing Date, the consent of the Borrower shall be required regardless of whether an Event of Default has occurred and is continuing at such time) or (2) such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or a Permitted
Assignee; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice
thereof; and 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall
be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund. 
 (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 Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (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), or (D) subject to subsection (f) of this Section, to
a Disqualified Institution. 
 (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 

  
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subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or
any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all 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. 
 Subject to acceptance and recording thereof (which recording shall be made promptly after such
acceptance) 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 10.04 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 Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 an agent of the Borrower (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 owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (d)
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for,
or owned and operated for the 

  
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primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, subject to subsection (f) of this Section, a
Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the Lenders 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 10.04(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 10.01 that affects such Participant.
The Borrower agrees that each Participant shall be entitled to the benefits 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) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 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, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 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 2.11 as though it were a Lender. 

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on
which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a
Participant Register. 

  
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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) Disqualified Institutions. 

(i) Notwithstanding anything to the contrary set forth herein, 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 Borrower has consented to such assignment in writing in its 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, with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition
of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by
itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this subsection (f)(i) shall not be void, but the other provisions of this subsection (f)(i) shall apply. 

(ii) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written
consent in violation of subsection (f)(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and
the Administrative Agent, (A) terminate the Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Commitment, (B) in the case of outstanding
Loans held by Disqualified Institutions, purchase or prepay such Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such 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 10.06), all of its interest, rights and obligations under this Agreement to one 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. 

  
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 (iii) Notwithstanding anything to the contrary contained in this Agreement,
Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings
attended by the Lenders and the Administrative Agent, or (z) 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 Agent 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, and (y) for purposes
of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Bankruptcy Plan”), each Disqualified Institution party hereto hereby agrees (1) not to vote on such Bankruptcy Plan,
(2) if such Disqualified Institution does vote on such Bankruptcy 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 Bankruptcy 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 for a determination by the Bankruptcy Court (or other applicable court of competent
jurisdiction) effectuating the foregoing clause (2). 
 (iv) The Administrative Agent shall have the right, and the
Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on the Platform,
including that portion of the Platform that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender requesting the same (it being understood that the Administrative Agent will provide the DQ List to any
Lender following its request). 
 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative
Agent and the Lenders 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 (ii) any actual or prospective party (or its Related Parties) to any 

  
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swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder (it being understood that the DQ
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 Borrower or its
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 or other market identifiers with respect to the credit facilities
provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement, the name of the Borrower,
the type and amount of the Term Loan Facility, the titles and roles of the Arrangers, the Closing Date and certain administrative details with respect hereto, as applicable, to market data collectors, similar service providers to the lending
industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. 

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower 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. 
 Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include
material non-public information concerning the Borrower 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. 
 10.08 Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit
or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Affiliate, irrespective of whether or not such Lender or such
Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch,
office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting 

  
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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 2.12 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 and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09 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 Borrower. 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. 

10.10 Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents 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 and the other Loan Documents 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 and any other Loan Document by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart
of this Agreement and the other Loan Documents. 
 10.11 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. 

  
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 10.12 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 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 10.12, 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, then such provisions shall be deemed to be in effect only to the
extent not so limited. 
 10.13 Replacement of Lenders. If the Borrower is 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, then the Borrower may, at its 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 10.06), 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 assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided
that: 
 (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) unless
such assignment fee is waived by the Administrative Agent in its sole discretion pursuant to Section 10.06(b)(iv); 
 (b) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder 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 Borrower (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. 

  
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 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

10.14 Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. THE BORROWER 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 (b) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY 

  
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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. 
 10.16 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), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Borrower 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) each of the Administrative Agent and each Arranger 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 Borrower or any of its Affiliates, or any other Person and
(B) neither the Administrative Agent nor either Arranger has any obligation to the Borrower or any of its 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 and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and
neither the Administrative Agent, either Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that
it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17 USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT
Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the 

  
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Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under
applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. 

10.18 Electronic Execution of Assignments and Certain Other Documents. The words “execution,”
“execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the
Administrative Agent pursuant to procedures approved by it. 
 [Signature pages follow.] 

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

			
	BORROWER:
	
	STERICYCLE, INC.
		
	By:	 	 /s/ Daniel V. Ginnetti

	Name:	 	Daniel V. Ginnetti
	Title:	 	Chief Financial Officer



  
 TERM LOAN CREDIT
AGREEMENT 
 Signature Page 








 
			
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Ronaldo Naval

	Name:	 	Ronaldo Naval
	Title:	 	Vice President



  
 TERM LOAN CREDIT
AGREEMENT 
 Signature Page 








 
			
	LENDERS:
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Matthew N. Walt

	Name:	 	Matthew N. Walt
	Title:	 	Vice President
	
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Charles D. Johnston

	Name:	 	Charles D. Johnston
	Title:	 	Authorized Signatory
	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Krys Szremski

	Name:	 	Krys Szremski
	Title:	 	Vice President
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Andrew Bicker

	Name:	 	Andrew Bicker
	Title:	 	Senior Vice President
	
	HSBC BANK PLC, as a Lender
		
	By:	 	 /s/ Matthew Scott

	Name:	 	Matthew Scott
	Title:	 	Corporate Banking Manager



  
 TERM LOAN CREDIT
AGREEMENT 
 Signature Page 








 
			
	SANTANDER BANK, N.A., as a Lender
		
	By:	 	 /s/ Gonzalo Acha

	Name:	 	Gonzalo Acha
	Title:	 	Executive Director
	
	MUFG UNION BANK, N.A., as a Lender
		
	By:	 	 /s/ Fabio Lauro

	Name:	 	Fabio Lauro
	Title:	 	Vice President
	
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ James D. Weinstein

	Name:	 	James D. Weinstein
	Title:	 	Managing Director
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Kathleen D. Schurr

	Name:	 	Kathleen D. Schurr
	Title:	 	Vice President
	
	BMO HARRIS BANK N.A., as a Lender
		
	By:	 	 /s/ Michael Pincus

	Name:	 	Michael Pincus
	Title:	 	Managing Director
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Joe Ellerbroek

	Name:	 	Joe Ellerbroek
	Title:	 	Assistant Vice President



  
 TERM LOAN CREDIT
AGREEMENT 
 Signature Page 








 
			
	COBANK, ACB, as a Lender
		
	By:	 	 /s/ Bryan Ervin

	Name:	 	Bryan Ervin
	Title:	 	Vice President
	
	THE NORTHERN TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Brittany Mondane

	Name:	 	Brittany Mondane
	Title:	 	Second Vice President
	
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Raj Nambiar

	Name:	 	Raj Nambiar
	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Kristin Lenda

	Name:	 	Kristin Lenda
	Title:	 	Senior Vice President
	
	UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Elaine Tung

	Name:	 	Elaine Tung
	Title:	 	Director
		
	By:	 	 /s/ Betsy Hudson

	Name:	 	Betsy Hudson
	Title:	 	Associate Director



  
 TERM LOAN CREDIT
AGREEMENT 
 Signature Page