EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
  

Published Deal CUSIP Number: 12514DAA3 

Published Revolving Credit (USD) Facility CUSIP Number: 12514DAB1 

Published Revolving Credit (MC) Facility CUSIP Number: 12514DAD7 

Published Term Loan Facility CUSIP Number: 12514DAE5 

AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of September 3, 2015 

among 
 CECO ENVIRONMENTAL
CORP., 
 and 
 CERTAIN
SUBSIDIARIES 
 as Borrowers, 

THE LENDERS PARTY HERETO, 

BANK OF AMERICA, N.A., 
 as
Administrative Agent, Swing Line Lender 
 and 

an L/C Issuer, 
 CITIZENS BANK
OF PENNSYLVANIA 
 and 

JPMORGAN CHASE BANK, N.A., 

as Co-Syndication Agents, 

FIFTH THIRD BANK,  

as Documentation Agent, 
 and 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

as Sole Lead Arranger and Sole Bookrunner, 
  

 
  







 TABLE OF CONTENTS 

 

							
	 Section
	  	 	  	 Page
	 
		
	 ARTICLE I.
	  			
	 DEFINITIONS AND ACCOUNTING TERMS
	  			
			
	 1.01
	  	Defined Terms	  	 	1	  
	 1.02
	  	Other Interpretive Provisions	  	 	40	  
	 1.03
	  	Accounting Terms	  	 	41	  
	 1.04
	  	Rounding	  	 	42	  
	 1.05
	  	Times of Day	  	 	42	  
	 1.06
	  	Letter of Credit Amounts	  	 	42	  
	 1.07
	  	Adjustments for Specified Transactions	  	 	42	  
	 1.08
	  	Exchange Rates; Currency Equivalents	  	 	43	  
	 1.09
	  	Additional Alternative Currencies	  	 	43	  
	 1.10
	  	Change of Currency	  	 	44	  
		
	 ARTICLE II.
	  			
	 THE COMMITMENTS AND CREDIT EXTENSIONS
	  			
			
	 2.01
	  	Loans	  	 	45	  
	 2.02
	  	Borrowings, Conversions and Continuations of Loans	  	 	46	  
	 2.03
	  	Letters of Credit	  	 	48	  
	 2.04
	  	Swing Line Loans	  	 	58	  
	 2.05
	  	Prepayments	  	 	61	  
	 2.06
	  	Termination or Reduction of Revolving Credit (USD) Commitments or Revolving Credit (MC) Commitments	  	 	65	  
	 2.07
	  	Repayment of Loans	  	 	65	  
	 2.08
	  	Interest	  	 	66	  
	 2.09
	  	Fees	  	 	67	  
	 2.10
	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	68	  
	 2.11
	  	Evidence of Debt	  	 	69	  
	 2.12
	  	Payments Generally; Administrative Agent’s Clawback	  	 	69	  
	 2.13
	  	Sharing of Payments by Lenders	  	 	71	  
	 2.14
	  	Designated Borrowers	  	 	72	  
	 2.15
	  	Increase Option	  	 	74	  
	 2.16
	  	Cash Collateral	  	 	77	  
	 2.17
	  	Defaulting Lenders	  	 	78	  
		
	 ARTICLE III.
	  			
	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  			
			
	 3.01
	  	Taxes	  	 	81	  
	 3.02
	  	Illegality	  	 	86	  
	 3.03
	  	Inability to Determine Rates	  	 	86	  
	 3.04
	  	Increased Costs; Reserves on Eurocurrency Rate Loans	  	 	87	  
	 3.05
	  	Compensation for Losses	  	 	89	  
	 3.06
	  	Mitigation Obligations; Replacement of Lenders	  	 	90	  
	 3.07
	  	Survival	  	 	90	  


  
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	 Section
	  	 	  	 Page
	 
		
	ARTICLE IV.	  	 	 
	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  			
			
	 4.01
	  	Conditions of Initial Credit Extension	  	 	90	  
	 4.02
	  	Conditions to all Credit Extensions	  	 	96	  
		
	 ARTICLE V.
	  			
	 REPRESENTATIONS AND WARRANTIES
	  			
			
	 5.01
	  	Existence, Qualification and Power	  	 	97	  
	 5.02
	  	Authorization; No Contravention	  	 	97	  
	 5.03
	  	Governmental Authorization; Other Consents	  	 	97	  
	 5.04
	  	Binding Effect	  	 	97	  
	 5.05
	  	Financial Statements; No Material Adverse Effect	  	 	98	  
	 5.06
	  	Litigation	  	 	98	  
	 5.07
	  	No Default	  	 	99	  
	 5.08
	  	Ownership of Property; Liens	  	 	99	  
	 5.09
	  	Environmental Compliance	  	 	99	  
	 5.10
	  	Insurance	  	 	99	  
	 5.11
	  	Taxes	  	 	99	  
	 5.12
	  	ERISA Compliance	  	 	99	  
	 5.13
	  	Subsidiaries; Equity Investments; Loan Parties	  	 	101	  
	 5.14
	  	Margin Regulations; Investment Company Act	  	 	101	  
	 5.15
	  	Disclosure	  	 	101	  
	 5.16
	  	Compliance with Laws	  	 	102	  
	 5.17
	  	Intellectual Property; Licenses, Etc	  	 	102	  
	 5.18
	  	OFAC	  	 	102	  
	 5.19
	  	Solvency	  	 	102	  
	 5.20
	  	Casualty, Etc	  	 	102	  
	 5.21
	  	Labor Matters	  	 	102	  
	 5.22
	  	Collateral Documents	  	 	102	  
	 5.23
	  	Representations as to Foreign Obligors	  	 	103	  
	 5.24
	  	Anti-Corruption Laws; Sanctions; Use of Proceeds	  	 	104	  
		
	 ARTICLE VI.
	  			
	 AFFIRMATIVE COVENANTS
	  			
			
	 6.01
	  	Financial Statements	  	 	104	  
	 6.02
	  	Certificates; Other Information	  	 	105	  
	 6.03
	  	Notices	  	 	107	  
	 6.04
	  	Payment of Obligations	  	 	108	  
	 6.05
	  	Preservation of Existence, Etc	  	 	108	  
	 6.06
	  	Maintenance of Properties	  	 	108	  
	 6.07
	  	Maintenance of Insurance	  	 	108	  
	 6.08
	  	Compliance with Laws	  	 	108	  
	 6.09
	  	Books and Records	  	 	109	  
	 6.10
	  	Inspection Rights	  	 	109	  
	 6.11
	  	Use of Proceeds	  	 	109	  


  
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	 Section
	  	 	  	 Page
	 
			
	 6.12
	  	Additional Subsidiaries and Real Property	  	 	109	  
	 6.13
	  	Compliance with Environmental Laws	  	 	112	  
	 6.14
	  	Further Assurances	  	 	112	  
	 6.15
	  	Approvals and Authorizations	  	 	113	  
	 6.16
	  	Anti-Corruption Laws	  	 	113	  
		
	 ARTICLE VII.
	  			
	 NEGATIVE COVENANTS
	  			
			
	 7.01
	  	Liens	  	 	113	  
	 7.02
	  	Investments	  	 	114	  
	 7.03
	  	Indebtedness	  	 	116	  
	 7.04
	  	Fundamental Changes	  	 	117	  
	 7.05
	  	Dispositions	  	 	117	  
	 7.06
	  	Restricted Payments	  	 	118	  
	 7.07
	  	Change in Nature of Business	  	 	118	  
	 7.08
	  	Transactions with Affiliates	  	 	118	  
	 7.09
	  	Burdensome Agreements	  	 	119	  
	 7.10
	  	Use of Proceeds	  	 	119	  
	 7.11
	  	Financial Covenants	  	 	119	  
	 7.12
	  	Amendment or Modification of Organization Documents	  	 	120	  
	 7.13
	  	Accounting Changes	  	 	120	  
	 7.14
	  	Amendment, Etc. of Closing Date Acquisition Documents	  	 	120	  
	 7.15
	  	Interest Rate Protection	  	 	120	  
		
	 ARTICLE VIII.
	  			
	 EVENTS OF DEFAULT AND REMEDIES
	  			
			
	 8.01
	  	Events of Default	  	 	120	  
	 8.02
	  	Remedies Upon Event of Default	  	 	123	  
	 8.03
	  	Application of Funds	  	 	123	  
		
	 ARTICLE IX.
	  			
	 ADMINISTRATIVE AGENT
	  			
			
	 9.01
	  	Appointment and Authority	  	 	124	  
	 9.02
	  	Rights as a Lender	  	 	125	  
	 9.03
	  	Exculpatory Provisions	  	 	125	  
	 9.04
	  	Reliance by Administrative Agent	  	 	126	  
	 9.05
	  	Delegation of Duties	  	 	127	  
	 9.06
	  	Resignation of Administrative Agent	  	 	127	  
	 9.07
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	128	  
	 9.08
	  	No Other Duties, Etc	  	 	128	  
	 9.09
	  	Administrative Agent May File Proofs of Claim; Credit Bidding	  	 	129	  
	 9.10
	  	Collateral and Guaranty Matters	  	 	130	  
	 9.11
	  	Secured Cash Management Agreements and Secured Hedging Agreements	  	 	131	  


  
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	 Section
	  	 	  	 Page
	 
		
	 ARTICLE X.
	  			
	 MISCELLANEOUS
	  			
			
	 10.01
	  	Amendments, Etc	  	 	131	  
	 10.02
	  	Notices; Effectiveness; Electronic Communication	  	 	133	  
	 10.03
	  	No Waiver; Cumulative Remedies; Enforcement	  	 	135	  
	 10.04
	  	Expenses; Indemnity; Damage Waiver	  	 	136	  
	 10.05
	  	Payments Set Aside	  	 	138	  
	 10.06
	  	Successors and Assigns	  	 	139	  
	 10.07
	  	Treatment of Certain Information; Confidentiality	  	 	144	  
	 10.08
	  	Right of Setoff	  	 	145	  
	 10.09
	  	Interest Rate Limitation	  	 	145	  
	 10.10
	  	Counterparts; Integration; Effectiveness	  	 	146	  
	 10.11
	  	Survival of Representations and Warranties	  	 	146	  
	 10.12
	  	Severability	  	 	146	  
	 10.13
	  	Replacement of Lenders	  	 	146	  
	 10.14
	  	Governing Law; Jurisdiction; Etc	  	 	147	  
	 10.15
	  	Waiver of Jury Trial	  	 	148	  
	 10.16
	  	No Advisory or Fiduciary Responsibility	  	 	149	  
	 10.17
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	149	  
	 10.18
	  	USA PATRIOT Act	  	 	150	  
	 10.19
	  	Keepwell	  	 	150	  
	 10.20
	  	Judgment Currency	  	 	150	  
		
	SIGNATURES	  	 	S-1	  


  
 iv 









					
	 SCHEDULES
	  	
			
	   1.01A
	  	Closing Date Mortgaged Property	  	
	   1.01B
	  	Existing Letters of Credit	  	
	   1.01C
	  	Consolidated EBITDA Adjustments for Specified 2014 Acquisitions and Closing Date Acquisition	  	
	   2.01
	  	Commitments and Applicable Percentages	  	
	   2.07(a)
	  	Term Loan Facility Amortization Schedule	  	
	   5.05(b)
	  	Supplement to Interim Financial Statements	  	
	   5.12(d)
	  	Pension Plans	  	
	   5.13
	  	Subsidiaries; Equity Investments; Loan Parties	  	
	   5.21
	  	Collective Bargaining Agreements and Multiemployer Plans	  	
	   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
	  	Swing Line Loan Notice	  	
	 C-1
	  	Revolving Credit (USD) Note	  	
	 C-2
	  	Term Loan Note	  	
	 C-3
	  	Revolving Credit (MC) Note	  	
	 D
	  	Compliance Certificate	  	
	 E
	  	Assignment and Assumption	  	
	 F
	  	U.S. Tax Compliance Certificates	  	
	 G
	  	Letters of Credit Report	  	
	 H
	  	Designated Borrower Request and Assumption Agreement	  	
	 I
	  	Designated Borrower Notice	  	
	 J
	  	Notice of Loan Prepayment	  	


  
 v 








 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of September 3, 2015, among CECO
ENVIRONMENTAL CORP., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the
“Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender and an L/C Issuer, and each other L/C Issuer from time to time party hereto. 
 RECITALS: 

A. The Borrowers, the lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of
August 27, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). 

B. The Borrowers have requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders
have agreed to amend and restate the Existing Credit Agreement and extend certain credit facilities to the Borrowers. 
 In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I. 

DEFINITIONS AND ACCOUNTING TERMS 

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Aarding” means Aarding Thermal Acoustics B.V., a private limited company organized in the Netherlands. 

“Acquisition” means, by any Person, the acquisition by such Person, in a single transaction or in a series of related
transactions, of (a) more than 50% of the voting Equity Interests of another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable
by the holder thereof), whether by purchase of such Equity Interest or upon exercise of an option or warrant for, or conversion of securities into, such Equity Interest, or (b) assets of another Person which constitute all or substantially all
of the assets of such Person, a division of such Person or a line or lines of business conducted by such Person. 
 “Act”
has the meaning specified in Section 10.18. 
 “Additional Commitment” has the meaning set forth in
Section 2.15(a). 
 “Additional Commitments Amendment” has the meaning set forth in
Section 2.15(d). 

  
 1 








 “Additional Commitments Closing Date” has the meaning set forth in
Section 2.15(f). 
 “Additional Commitments Effective Date” has the meaning set forth in
Section 2.15(e). 
 “Additional Lenders” has the meaning set forth in Section 2.15(c). 

“Additional Loans” has the meaning set forth in Section 2.15(a). 

“Additional Term Loans” has the meaning set forth in Section 2.15(a). 

“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, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent hereafter may designate
by written notice to the Company and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire
in substantially the form provided by the Administrative Agent or any other form approved by the Administrative Agent. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Aggregate Revolving Credit (MC) Commitments” means the
Revolving Credit (MC) Commitments of all the Revolving Credit (MC) Lenders. 
 “Aggregate Revolving Credit (USD)
Commitments” means the Revolving Credit (USD) Commitments of all Revolving Credit (USD) Lenders. 
 “Agreement”
means this Credit Agreement. 
 “Alternative Currency” means (a) with respect to the Revolving Credit (MC) Facility,
Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.09 with respect to such Facility and (b) with respect to Letters of Credit issued by any L/C Issuer pursuant to the Revolving Credit
(USD) Facility, Euro, Rupees and each other currency (other than Dollars) that is approved in accordance with Section 1.09 with respect to such L/C Issuer and such Facility. 

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date)
for the purchase of such Alternative Currency with Dollars. 
 “Applicable Excess Cash Flow Percentage” has the meaning
assigned thereto in Section 2.05(b)(iv). 

  
 2 








 “Applicable Percentage” means (a) in respect of the Term Loan Facility,
with respect to any Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Loan Facility represented by (i) on or prior to the funding of its Term Loan on the Closing Date, the sum of such
Lender’s Term Loan Commitment at such time plus the principal amount of such Term Loan Lender’s Term Loan outstanding at such time and (ii) thereafter, the aggregate principal amount of such Term Loan Lender’s Term Loans
outstanding at such time, (b) in respect of the Revolving Credit (USD) Facility, with respect to any Revolving Credit (USD) Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Credit (USD)
Commitments represented by such Revolving Credit (USD) Lender’s Revolving Credit (USD) Commitment at such time, in each case, subject to adjustment as provided in Section 2.17, and (c) in respect of the Revolving Credit (MC)
Facility, with respect to any Revolving Credit (MC) Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Credit (MC) Commitments represented by such Revolving Credit (MC) Lender’s Revolving
Credit (MC) Commitment at such time. If the commitment of each Revolving Credit (USD) Lender to make Revolving Credit (USD) Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated, or if the Aggregate Revolving
Credit (USD) Commitments have expired, then the Applicable Percentage of each Revolving Credit (USD) Lender in respect of the Revolving Credit (USD) Facility shall be determined based on the Applicable Percentage of such Revolving Credit (USD)
Lender in respect of the Revolving Credit (USD) Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Revolving Credit (MC) Lender to make Revolving Credit (MC) Loans has been terminated, or if the
Aggregate Revolving Credit (MC) Commitments have expired, then the Applicable Percentage of each Revolving Credit (MC) Lender in respect of the Revolving Credit (MC) Facility shall be determined based on the Applicable Percentage of such Revolving
Credit (MC) Lender in respect of the Revolving Credit (MC) Facility most recently in effect, giving effect to any subsequent assignments. On and after the Closing Date, the initial Applicable Percentage of each Lender in respect of each Facility is
set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means 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): 
  

															
	 Pricing

Level
	  	 Consolidated

Leverage Ratio
	  	 Commitment

Fee
	 	 	 Eurocurrency Rate
Loans and

Letter of Credit Fee
	 	 	 Base

Rate Loans
	 
	 I
	  	Less than 1.75 to 1.00	  	 	0.250	% 	 	 	2.000	% 	 	 	1.000	% 
	 II
	  	Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00	  	 	0.300	% 	 	 	2.250	% 	 	 	1.250	% 
	 III
	  	Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00	  	 	0.350	% 	 	 	2.500	% 	 	 	1.500	% 
	 IV
	  	Greater than or equal to 2.75 to 1.00 but less than 3.25 to 1.00	  	 	0.450	% 	 	 	2.750	% 	 	 	1.750	% 
	 V
	  	Greater than or equal to 3.25 to 1.00	  	 	0.500	% 	 	 	3.000	% 	 	 	2.000	% 


  
 3 








 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, upon the request of the Required Term Loan Lenders (in the case of the Term Loan Facility), the Required Revolving Credit (USD) Lenders (in the case of the Revolving Credit (USD) Facility) or
the Required Revolving Credit (MC) Lenders (in the case of the Revolving Credit (MC) Facility), as the case may be, Pricing Level V shall apply in respect of the Term Loan Facility, the Revolving Credit (USD) Facility and the Revolving Credit (MC)
Facility, as applicable, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day after such Compliance Certificate is delivered. The Applicable
Rate in effect from the Closing Date until the first Business Day following the delivery of the Compliance Certificate for the fiscal quarter ending September 30, 2015, shall be determined based upon Pricing Level IV. 

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

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place
of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in
the place of payment. 
 “Applicant Borrower” has the meaning specified in Section 2.14. 

“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 Merrill Lynch,
Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole bookrunner. 
 “Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an 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 E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent. 

“ATA Beheer” means ATA Beheer B.V., a private limited company organized in the Netherlands. 

  
 4 








 “ATA Beheer Earn-Outs” means the earn-out payments made pursuant to
Section 3.4 of the Share Purchase Agreement dated as of February 28, 2013 between N.F.J.A. Pieterse Beheer B.V. and W.M. Pranger Beheer B.V., as “Sellers”, and CECO Environmental, as “Purchaser”, and the Company, as
“Guarantor”, related to the acquisition of ATA Beheer and its Subsidiaries. 
 “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 Company and its Subsidiaries for the
fiscal year ended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto. 

“Availability Period” means (a) in the case of the Revolving Credit (USD) Facility, the period from and including the
Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving Credit (USD) Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each
Revolving Credit (USD) Lender to make Revolving Credit (USD) Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 and (b) in the case of the Revolving Credit (MC) Facility, the period
from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving Credit (MC) Commitments pursuant to Section 2.06, and (iii) the date of termination of
the commitment of each Revolving Credit (MC) Lender to make Revolving Credit (MC) Loans pursuant to Section 8.02. 

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

“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 Eurocurrency 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. All Base Rate Loans shall be denominated in
Dollars. 
 “Base Rate Revolving Credit (USD) Loan” means a Revolving Credit (USD) Loan that is a Base Rate Loan. 

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

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

“Borrowing” means a Revolving Credit (USD) Borrowing, a Revolving Credit (MC) Borrowing, a Swing Line Borrowing or a Term
Loan Borrowing, as the context may require. 
 “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: 

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any London Banking Day; 

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; 

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and 

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a
Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). 

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

  
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 “Cash Equivalents” means any of the following types of Investments: 

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; 

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a
Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or
the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and
surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof; 
 (c)
commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by
S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and 
 (d) Investments, classified in
accordance with GAAP as current assets of the Company or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition. 

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including deposit accounts,
overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account
reconciliation and reporting and trade finance services and other cash management services (including any Treasury Management Agreement). 

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time
it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its
capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender). 

“CECO Environmental” means CECO Environmental Netherlands B.V., a private limited company organized in the Netherlands. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption,
phase-in 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, 

  
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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. 

“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) (other than the Specified Existing
Shareholders) 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, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the
Company entitled to vote for members of the board of directors or equivalent governing body of the Company 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 12 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of the Company 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 (such individuals, the “Continuing Directors”); or 
 (c) the passage of thirty
days from the date upon which any Person or two or more Persons (other than one or more of the Specified Existing Shareholders) 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 Company, or control over the equity securities of the Company
entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option
right) representing 35% or more of the combined voting power of such securities. 

  
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 “Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01. 
 “Closing Date
Acquisition” means the Acquisition of the Target and its Subsidiaries as more specifically described in the Closing Date Purchase Agreement. 

“Closing Date Acquisition Documents” means the Closing Date Purchase Agreement and all other material documents executed
between or among the Company and its Subsidiaries and the Target and its Subsidiaries in connection with the Closing Date Acquisition. 

“Closing Date Material Adverse Effect” means (a) any event, change, effect or occurrence that has a material adverse
effect on the business, assets, liabilities, results of operations or financial condition of the Target and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, as applicable, or (b) a material adverse
effect on the ability of the Target or the Company, the Merger Sub (as defined in the Closing Date Purchase Agreement) or Successor Sub (as defined in the Closing Date Purchase Agreement), as applicable, to consummate the transactions contemplated
by the Closing Date Purchase Agreement; provided, however, that none of the following, and no event, change, effect or occurrence arising out of or resulting from the following, shall constitute a Closing Date Material Adverse Effect
or be considered in determining whether a Closing Date Material Adverse Effect has occurred or would be reasonably likely to occur: (i) the public announcement or the pendency of the Closing Date Purchase Agreement or the transactions
contemplated thereby or any actions required to be taken (or refrained from being taken) in compliance therewith, (ii) changes in the economy, financial markets or economic conditions generally in the United States and/or in any other country
in which the Target and its Subsidiaries or the Company and its Subsidiaries, as applicable, conduct operations, (iii) any failure by the Target or the Company, as applicable, to meet any projections or forecasts for any period ending (or for
which revenues or earnings are released) on or after the date of the Closing Date Purchase Agreement; provided, however, that the exception in this clause (iii) shall not apply to the underlying causes giving rise to or
contributing to any such failure or prevent any of such underlying causes from being taken into account in determining whether a Closing Date Material Adverse Effect has occurred, (iv) changes in GAAP or in any applicable Law (or the
interpretation thereof) after the date of the Closing Date Purchase Agreement, (v) changes generally affecting the industries in which the Target or the Company, as applicable, operate, or (vi) any outbreak, escalation or occurrence after
the date of the Closing Date Purchase Agreement of significant hostilities in which the United States or any other jurisdiction in which the Target or the Company, as applicable, or its Subsidiaries have material operations is involved, or any
outbreak, escalation or occurrence of acts of war, terrorism or sabotage within such jurisdictions; provided further that, with respect to clauses (ii), (iv), (v) and (vi), any such event, change, effect or occurrence shall be
taken into account to the extent it has a disproportionately adverse effect on the Target and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, as applicable, compared to other similarly situated participants
operating in their respective industries and markets. 
 “Closing Date Purchase Agreement” means that certain Agreement and
Plan of Merger dated as of May 3, 2015 by and among the Company, the Target, TOP GEAR ACQUISITION INC., a Delaware corporation, and TOP GEAR ACQUISITION II LLC, a Delaware limited liability company, including all schedules and exhibits thereto.


  
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 “Closing Date Transaction” means, collectively, the Closing Date Acquisition,
the repayment in full of the Specified Pay-Off Indebtedness, the execution and delivery of this Agreement and certain other Loan Documents on the Closing Date and the funding of the Loans thereunder on the Closing Date. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral” means all of the property that is or is intended under the terms of the Collateral Documents to be subject to
Liens in favor of the Administrative Agent for the benefit of the Secured Parties, including all of the “Collateral” and “Mortgaged Property” referred to therein. 

“Collateral Documents” means, collectively, each Security Agreement, each Security Joinder Agreement, each Pledge Agreement,
each Pledge Joinder Agreement, each Pledge Agreement Supplement, each Mortgage and each of the other security agreements, pledge agreements, mortgages, collateral assignments or other similar agreements, instruments or documents that creates or
purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties. 
 “Commitment”
means a Term Loan Commitment, a Revolving Credit (USD) Commitment or a Revolving Credit (MC) Commitment, as the context may require. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute. 
 “Company” has the meaning specified in the introductory paragraph hereto. 

“Company Guaranty” means the Company Guaranty dated as of August 27, 2013, made by the Company in favor of the
Administrative Agent for the benefit of the Secured Parties. 
 “Competitor” means (a) any Person (a “Direct
Competitor”) that is a bona fide direct competitor of the Company or any of its Subsidiaries in the same industry or a substantially similar industry which offers a substantially similar product or service as the Company or any of its
Subsidiaries, and (b) any Person whose primary business is owning a Direct Competitor. 
 “Compliance Certificate”
means a certificate substantially in the form of Exhibit D. 
 “Connection Income Taxes” means Other Connection
Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 

“Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, subject to
Section 1.07, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges
for such period, (ii) the provision for Federal, state, local and foreign income taxes by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) other items reducing
Consolidated Net Income that do not constitute a cash charge or cash expense in such 

  
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period or in any future period, including, without limitation, goodwill impairment charges, stock compensation or other stock related charges (excluding amortization of a prepaid cash item that
was paid in a prior period), (v) reasonable and documented out-of-pocket fees and expenses incurred in connection with the Specified 2014 Acquisitions; provided that the aggregate amount of such fees and expenses permitted to be added
back pursuant to this clause (v) during the term of this Agreement shall not exceed $2,000,000, (vi) ATA Beheer Earn-Outs and any other “earn-out” and similar payments in connection with Acquisitions permitted hereby that reduced
Consolidated Net Income for such period, (vii) any reduction to Consolidated Net Income for such period arising from the retention portion of the purchase price for the acquisition by the Company of ATA Beheer and its subsidiaries;
provided that the aggregate amount permitted to be added back pursuant to this clause (vii) shall not exceed $260,000 with respect to any particular fiscal quarter, and (viii) reasonable and documented out-of-pocket fees and
expenses incurred in connection with the Closing Date Acquisition Transaction provided that the aggregate amount of such fees and expenses permitted to be added back pursuant to this clause (viii) during the term of this Agreement
shall not exceed $11,000,000, 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 Company and its Subsidiaries for such
period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided that, for purposes of calculating the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio at any time, Consolidated
EBITDA for each of the fiscal quarters listed on Schedule 1.01C shall be increased by the amount(s) set forth opposite such fiscal quarter to account for (x) the incremental EBITDA generated by the Person(s) and/or assets acquired
pursuant to the applicable Specified 2014 Acquisition and Closing Date Acquisition referenced on Schedule 1.01C prior to the date of consummation of such Specified 2014 Acquisition or Closing Date Acquisition, as applicable, and (y) the
expected savings in operating expenses directly attributable to such Specified 2014 Acquisition and Closing Date Acquisition. 

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) the remainder of
(i) Consolidated EBITDA for the period of the four fiscal quarters most recently ended minus (ii) Capital Expenditures during such period (excluding (A) Capital Expenditures constituting payments in respect of capital leases
and Capital Expenditures financed by Indebtedness permitted hereunder, (B) amounts expended as consideration for Acquisitions permitted hereunder to the extent such amounts would otherwise be included as Capital Expenditures and
(C) Capital Expenditures paid for with proceeds of casualty insurance as evidenced in writing and submitted to the Administrative Agent together with any Compliance Certificate delivered pursuant to Section 6.02(a)) minus
(iii) Federal, state, local and foreign income taxes paid by the Company and its Subsidiaries during such period to (b) Consolidated Fixed Charges for such period. 

“Consolidated Fixed Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of
(a) Consolidated Interest Charges paid in cash during such period, (b) scheduled principal payments of Consolidated Funded Indebtedness during such period, (c) dividends and distributions paid in cash by the Company to its
shareholders during such period, and (d) ATA Beheer Earn-Outs and any other “earn-out” and similar payments in connection with Acquisitions that are paid in cash during such period. 

  
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 “Consolidated Funded Indebtedness” means, as of any date of determination, for
the Company 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 direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments (excluding from such calculation direct obligations with respect to (i) undrawn performance standby letters of credit, (ii) undrawn performance-based bank guarantees and
(iii) performance-based surety bonds on which no claims have been asserted, but in all cases including (x) any payment and reimbursement obligations due in respect of the foregoing and (y) all obligations with respect to financial
standby letters of credit and bank guarantees or bonds providing assurance with respect to financial obligations), (d) all obligations in respect of the deferred purchase price of property or services (other than (x) trade accounts payable
in the ordinary course of business and (y) “earn-out” and similar payments in connection with Acquisitions permitted hereby), (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 Company 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 Company or a Subsidiary is a general partner or joint
venturer, unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary (it being understood that any Indebtedness owed by the Company to any Subsidiary, by any Subsidiary to the Company or by any Subsidiary to another
Subsidiary will be netted out for purposes of calculating Consolidated Funded Indebtedness to the extent such netting would be made when making calculations on “a consolidated basis” in accordance with GAAP). 

“Consolidated Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum
of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company 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 Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance
with GAAP. 
 “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated
Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. 

“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, subject to
Section 1.07, the net income (or loss) of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (a) any
extraordinary gains or losses, (b) any gains attributable to a sale of assets (other than inventory sold in the ordinary course of business) and the write-up of assets, (c) any equity interest of the Company or any Subsidiary of the
Company in the unremitted earnings of any Person that is not a Subsidiary, (d) the net income of any Subsidiary to the extent that the declaration or payment of dividends or 

  
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similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary,
except that the Company’s equity in any net loss of any such Subsidiary shall be included in determining Consolidated Net Income and (e) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into
or consolidated with the Company or any Subsidiary or the date that such Person’s assets are acquired by the Company or any Subsidiary. 

“Consolidated Total Assets” means, as of any date of determination, the net book value of all assets of the Company and its
Subsidiaries on such date determined on a consolidated basis 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 each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

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

“Current Liabilities” means, with respect to the Company and its Subsidiaries on a consolidated basis at any date of
determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Company and its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of
any long term Indebtedness, (b) Revolving Credit (MC) Borrowings, Revolving Credit (USD) Exposure, (c) the current portion of Consolidated Interest Charges, (d) accruals for current or deferred Taxes based on income or profits,
(e) accruals of any costs or expenses related to restructuring reserves and (f) deferred revenue. 
 “Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect. 
 “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. 

  
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 “Default Rate” means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to
a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a
rate equal to the Applicable Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to
Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company 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, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including, in the case of any Revolving
Credit (USD) Lender, in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, any L/C Issuer or the Swing Line Lender in
writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states
that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States 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 2.17(b)) as of the date established therefor by the Administrative Agent
in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. 

  
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 “Designated Borrower” has the meaning specified in the introductory paragraph
hereto. 
 “Designated Borrower Notice” has the meaning specified in Section 2.14. 

“Designated Borrower Request and Assumption Agreement” has the meaning specified in Section 2.14. 

“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. 
 “Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot
Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United
States. 
 “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)). 

“Emtrol Acquisition” means the Acquisition of Emtrol LLC, a New York limited liability company consummated on or about
November 4, 2014. 
 “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 Company, 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. 

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

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in
endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; 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 Company or any ERISA Affiliate. 
 “Euro” and “€” mean the
single currency of the Participating Member States. 
 “Eurocurrency Rate” means: 

(a) for any Interest Period with respect to a Eurocurrency Rate Loan, 

(i) in the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, 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 

  
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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 deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and 

(ii) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency, the rate per annum as
designated with respect to such currency at the time such currency was approved by the Administrative Agent and the Lenders pursuant to Section 1.09(a) or, if such rate is unavailable on any date of determination for any reason, a
comparable or successor rate approved by the Administrative Agent; 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 determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for 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 to the applicable Interest Period in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility, nor shall it 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 Eurocurrency Rate shall be less than zero,
such rate shall be deemed zero for purposes of this Agreement. 
 “Eurocurrency Rate Loan” means a Revolving Credit (USD)
Loan, a Revolving Credit (MC) Loan or a Term Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Revolving Credit (USD) Loans and Term Loans that are Eurocurrency Rate Loans must be
denominated in Dollars. Revolving Credit (MC) Loans that are Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Revolving Credit (MC) Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

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

“Excess Cash Flow” means, for any fiscal year and without duplication of any of the following to the extent already accounted
for in determining Consolidated EBITDA or otherwise deducted in any other item subtracted below, the positive remainder (if any) of (a) Consolidated EBITDA for such fiscal year; minus (b) Consolidated Interest Charges paid in cash
during such fiscal year; minus (c) federal, state, local and foreign income taxes (including franchise and 

  
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similar taxes in the nature of income taxes) paid and payable in cash by the Company and its Subsidiaries for such fiscal year; minus (d) Capital Expenditures of the Company and its
Subsidiaries during such fiscal year (excluding the portion thereof financed with the proceeds of debt or equity issuances or other proceeds that would not be included in Consolidated EBITDA); minus (e) the aggregate amount of all
scheduled payments of Consolidated Funded Indebtedness made during such fiscal year; minus (f) “earnout” and similar payments paid in cash by Company and its Subsidiaries for such fiscal year in connection with Acquisitions
permitted hereby (excluding the portion thereof financed with the proceeds of debt or equity issuances); minus (g) any reasonable, out-of-pocket cash expense of Company and its Subsidiaries incurred in connection with any merger,
acquisition, investment or financing permitted by this Agreement, paid during such fiscal year (excluding the portion thereof financed with the proceeds of debt or equity issuances); minus (h) fees and expenses paid or payable in cash to
unaffiliated third parties in connection with the transactions contemplated hereby and with any other issuances of debt or equity permitted hereby, whether or not such issuances are successful (excluding the portion thereof financed with the
proceeds of debt or equity issuances); minus (i) dividends paid by the Company during such fiscal year in an aggregate amount not to exceed $9,000,000; and (j) plus or minus, as the case may be, changes in Working
Capital for such fiscal year; provided, that, notwithstanding the foregoing, the calculation of Excess Cash Flow during any fiscal year that includes a Permitted Acquisition shall exclude the results of operations of the Person or assets
subject to such Permitted Acquisition prior to the date such Permitted Acquisition is consummated. 
 “Excluded Subsidiary”
means a Subsidiary that is neither a Loan Party nor a Material Subsidiary nor a Subsidiary that has been selected by the Company to become a Subsidiary Guarantor (whether pursuant to Section 6.12 or otherwise). 

“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that,
all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 10.19 and any other “keepwell, support or other agreement” for the benefit of such Subsidiary Guarantor and any and all guarantees of such
Subsidiary Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Subsidiary Guarantor, or a grant by such Subsidiary Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in
accordance with the first sentence of this definition. 
 “Excluded Taxes” means any of the following Taxes imposed on or
with respect to 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, 

  
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the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on
amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than
pursuant to an assignment request by the Company 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” is defined in Recital A. 

“Existing Letters of Credit” means those letters of credit described on Schedule 1.01B. 

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of
business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu
thereof), indemnity payments and any purchase price adjustments. 
 “Facility” means the Term Loan Facility, the Revolving
Credit (USD) Facility or the Revolving Credit (MC) Facility, as the context may require. 
 “Facility Termination Date”
means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than (x) contingent indemnification obligations and
(y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and (c) all
Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made). 

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

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such 

  
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transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letters” means (a) the letter agreement dated as of May 3, 2015, between the Company and the Arranger, as
amended, and (b) the letter agreement dated September 3, 2015, between the Company and Bank of America, as amended. 

“Foreign/Non-Loan Party Investment Basket” means, with respect to any fiscal year, an amount equal to $15,000,000;
provided that any portion of the foregoing basket, if not used pursuant to Section 7.02(c)(vi) or 7.02(g)(ii) in the fiscal year for which it is permitted (commencing with the fiscal year ending December 31, 2015), may
be carried over for use in the next following fiscal year; it being understood that if any such amount is so carried over, it will be deemed used in the subsequent fiscal year after the foregoing basket for such fiscal year. 

“Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S.
Person, and (b) if such 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 such 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
Obligor” means a Loan Party that is a Foreign Subsidiary. 
 “Foreign Subsidiary” means any Subsidiary that is not
a Domestic Subsidiary. 
 “FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Credit (USD) Lender, (a) with
respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations on account of Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Revolving Credit (USD) Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage
of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit (USD) Lenders in accordance with the terms hereof. 

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

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

  
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 “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” means, as to any Person, (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. 

“Guaranties” means the Company Guaranty and the Subsidiary Guaranties. 

“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. 
 “Hedge Bank” means any Person that, (a) at the time it enters into a Swap Contract not
prohibited under Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is party to a Swap Contract, in each case, in its capacity as a party to such Swap Contract. 

  
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 “HEE Acquisition” means the Acquisition by the Company, directly or indirectly
through a Subsidiary, of certain assets of HEE Environmental Engineering, LLC consummated on or about August 13, 2014. 

“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 more than 60 days after the date on which such trade account payable was created); 

(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 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 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. 
 “Indemnified Taxes” means (a) Taxes other than Excluded Taxes imposed on or with respect
to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

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

“Information” has the meaning specified in Section 10.07. 

“ING Debt” has the meaning specified in Section 6.12(c). 

“Interest Payment Date” means, (a) as to any Loan other than a Base 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 Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date; and (c) as to any Swing Line Loan, such other
date as may be specified in any Treasury Management Agreement. 
 “Interest Period” means, as to each Eurocurrency Rate
Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (in each case subject to availability), as
selected by the Company in its Loan Notice; provided that: 
 (a) 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; 

(b) 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 

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

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or 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) the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that constitute a business unit. 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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 “ISP” means, with respect to any Letter of Credit, the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

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

“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. 

“L/C Advance” means, with respect to each Revolving Credit (USD) Lender, such Lender’s funding of its participation in
any L/C Borrowing in accordance with its Applicable Revolving Credit (USD) Percentage. All L/C Advances shall be denominated in Dollars. 

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Revolving Credit (USD) Borrowing. All L/C Borrowings shall be denominated in Dollars. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Issuer” means, individually or collectively as the context may
indicate, (a) Bank of America in its capacity as an issuer of Letters of Credit hereunder or any successor to Bank of America in its capacity as an issuer of Letters of Credit hereunder and (b) Fifth Third Bank, in its capacity as an
issuer of Letters of Credit hereunder or any successor to Fifth Third Bank in its capacity as an issuer of Letters of Credit hereunder; provided, that, for so long as any Existing Letter of Credit issued by Citibank, N.A., is outstanding, the
term “L/C Issuer” shall also include, with respect to any Existing Letter of Credit and any related L/C Advances, L/C Credit Extensions and L/C Obligations, Citibank, N.A., in its capacity as issuer of such Existing Letters of Credit;
provided, further, that, notwithstanding any provision hereof to the contrary, Citibank, N.A. shall not, and shall not have any obligation to, issue any Letter of Credit (other than the Existing Letters of Credit deemed issued by it
hereunder), but may, in its sole discretion, elect from time to time, subject to the terms and conditions of this Agreement, to renew or amend any such Existing Letter of Credit upon request therefor from the Company. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. For all purposes of this Agreement, if on any date 

  
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of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn. 
 “Lender” has the meaning specified in
the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender. 
 “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 Company 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. 
 “Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of
Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. 
 “Letter of Credit Application” means
an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate
Revolving Credit (USD) Commitments and (b) $40,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Credit (USD) Commitments. 

“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; Swiss Franc; and Yen. 

“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” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit (USD)
Loan, a Revolving Credit (MC) Loan, a Swing Line Loan or a Term Loan. 
 “Loan Documents” means, collectively, this
Agreement, each Designated Borrower Request and Assumption Agreement, each Note, the Ratification Agreement, each Collateral Document, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of
Section 2.16 of this Agreement, the Fee Letters, the Company Guaranty, each Subsidiary Guaranty and each Subsidiary Guaranty Joinder Agreement. 

  
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 “Loan Notice” means a notice of (a) a Term Loan Borrowing, (b) a
Revolving Credit (USD) Borrowing, (c) a Revolving Credit (MC) Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A 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 Company. 
 “Loan Parties” means,
collectively, the Company, each Subsidiary Guarantor and each Designated Borrower. 
 “London Banking Day” means any day on
which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 
 “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 (financial or otherwise) of the Company or the Company and its
Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document or of the ability of 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 Subsidiary” means, as of any date of determination, each direct or indirect Subsidiary of the Company that either
(a) has assets as of such date equal to 5% or more of the Consolidated Total Assets as of the last day of the four fiscal quarter period of the Company most recently ended for which financial information is available or (b) had revenues in
such four fiscal quarter period equal to 5% or more of the consolidated total revenues of the Company and its Subsidiaries. For the purpose of the foregoing calculations, (i) revenues shall be calculated giving effect to any pro forma
adjustments, with respect to any Specified Transaction, in a manner consistent with the adjustments described in Section 1.07 and (ii) the assets and revenues of a Subsidiary shall be deemed to include the assets and revenues of its
Subsidiaries. 
 “Maturity Date” means September 3, 2020; provided, however, that if such date is not a
Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Mefiag” means Mefiag B.V., a private limited
company organized in the Netherlands. 
 “Minimum Collateral Amount” means, at any time, (a) with respect to Cash
Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of any L/C Issuer with respect to Letters of
Credit issued by such L/C Issuer and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or
(a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion. 

  
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 “Moody’s” means Moody’s Investors Service, Inc. and any successor
thereto. 
 “Mortgage” or “Mortgages” means, individually and collectively, as the context requires, each
of the fee or leasehold mortgages, deeds of trust and deeds executed by a Loan Party that purport to grant a Lien to the Administrative Agent (or a trustee for the benefit of the Administrative Agent) for the benefit of the Secured Parties in any
Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent. 
 “Mortgaged Property”
means any owned or leased (after giving effect to the Closing Date Acquisition) property of a Loan Party listed on Schedule 1.01A and any other owned or leased real property of a Loan Party that is or will become encumbered by a Mortgage
in favor of the Administrative Agent in accordance with the terms of this Agreement. 
 “Mortgaged Property Support
Documents” means, with respect to any real property constituting Collateral, such warehousemen and bailee letters, third party consents, intercreditor agreements, mortgagee title insurance policies (in amounts and with endorsements
acceptable to the Administrative Agent), surveys, appraisals, environmental reports, flood hazard certifications and, evidence of flood insurance (if such insurance is required by applicable Law), leases, landlord waivers and such other
mortgage-related documents as the Administrative Agent may request. 
 “Multiemployer Plan” means any employee benefit plan
of the type described in Section 4001(a)(3) of ERISA, to which the Company 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 Company 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. 
 “Net
Cash Proceeds” means: 
 (a) with respect to any Disposition by the Company or any of its Subsidiaries, or any Extraordinary
Receipt received or paid to the account of the Company or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by
way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and
that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Company or such Subsidiary in connection with such
transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any
estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and 

  
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 (b) with respect to the incurrence or issuance of any Indebtedness by the Company or any of its
Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred
by the Company or such Subsidiary in connection therewith. 
 “Netherlands Designated Borrowers” means, collectively, CECO
Environmental, ATA Beheer, Aarding and Mefiag. 
 “Non-Consenting Lender” means, as applicable, (a) any Lender that
does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders,
(b) any Revolving Credit (USD) Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Revolving Credit (USD) Lenders or all affected Revolving Credit (USD) Lenders in accordance with the terms
of Section 10.01 and (ii) has been approved by the Required Revolving Credit (USD) Lenders, (c) any Revolving Credit (MC) Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
Revolving Credit (MC) Lenders or all affected Revolving Credit (MC) Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Revolving Credit (MC) Lenders or (d) any Term Loan Lender that
does not approve any consent, waiver or amendment that (i) requires the approval of all Term Loan Lenders or all affected Term Loan Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the
Required Term Loan Lenders. 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at
such time. 
 “Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency. 

“Note” means a Term Loan Note, a Revolving Credit (USD) Note or a Revolving Credit (MC) Note, as the context may require.

 “Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the
form of Exhibit J 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 Company. 
 “Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of


  
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any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding;
provided that the “Obligations” of a Subsidiary Guarantor shall exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor. 

“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 (a) with respect to Term Loans, Revolving Credit (USD) Loans, Revolving Credit (MC) Loans and
Swing Line Loans on any date, the Dollar Equivalent Amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments of Term Loans, Revolving Credit (USD) Loans, Revolving Credit (MC) Loans and Swing
Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts. 

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the
Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and
(b) with respect to 

  
 29 








 
any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market. 

“Participant” has the meaning specified in Section 10.06(d). 

“Participant Register” has the meaning specified in Section 10.06(d). 

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “PBGC” means the Pension
Benefit Guaranty Corporation. 
 “Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 
 “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 Company 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 (other than the Closing Date Acquisition and any Specified 2014 Acquisition) by the Company or any Subsidiary as to which the following conditions are satisfied: 

(a) immediately before and immediately after giving effect to any such Acquisition (including any assumption or incurrence of
Indebtedness in connection therewith), no Default shall have occurred and be continuing; 
 (b) either the required majority
of the Board of Directors (or other equivalent governing body) of the Person so to be acquired (or that owns the assets to be acquired) incumbent at the time such Acquisition is proposed has acquiesced to such Acquisition, or such Acquisition is
otherwise deemed in the reasonable judgment of the Administrative Agent to be a “friendly” Acquisition; 
 (c) the
lines of business of the Person to be (or the property of which is to be) so acquired shall be permitted by Section 7.07; and 

(d) the Company and its Subsidiaries shall be in pro forma compliance with the covenants set forth in
Section 7.11, such compliance to be determined on the basis of 

  
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financial information for the fiscal period most recently ended for which financial information is available and calculated in accordance with Section 1.07; provided that with
respect to the Consolidated Leverage Ratio covenant in Section 7.11(b), such compliance must be satisfied at a level 0.50 below the required covenant compliance level then applicable, and, with respect to each Acquisition or series of
related Acquisitions involving aggregate consideration of $15,000,000 or more, the Company shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the pro forma compliance required by this clause (d). 

“Permitted Liens” means the Liens permitted by Section 7.01. 

“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 Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Pledge Agreements” means, collectively, the Securities Pledge Agreement (the “U.S. Pledge Agreement”) dated
as of August 27, 2013, made by the Company and certain other Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties specified therein and (b) any other securities pledge agreement now or hereafter in
effect executed by one or more Loan Parties that are Foreign Subsidiaries in favor of the Administrative Agent for the benefit of any of the Secured Parties, each of which shall be in form and substance satisfactory to the Administrative Agent, in
each case, as supplemented from time to time by the execution and delivery of Pledge Joinder Agreements and Pledge Agreement Supplements. 

“Pledge Agreement Supplement” means each Pledge Agreement Supplement, substantially in the form thereof attached to a Pledge
Agreement, executed and delivered by a Loan Party to the Administrative Agent. 
 “Pledge Joinder Agreement” means each
Pledge Joinder Agreement, substantially in the form thereof attached to a Pledge Agreement, executed and delivered by a Subsidiary to the Administrative Agent. 

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

“Purchase Agreement Representations” has the meaning specified in Section 4.01. 

“Ratification Agreement” means the Ratification Agreement dated as of the Closing Date executed by the Company and certain
other Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties specified therein. 

  
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 “Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. 
 “Register” has
the meaning specified in Section 10.06(c). 
 “Related Parties” means, with respect to any Person, such
Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

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

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit
Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that
any Defaulting Lender which is a Revolving Credit (USD) Lender has failed to fund that have not been reallocated to and funded by another Revolving Credit (USD) Lender shall be deemed to be held by the Lender that is the Swing Line Lender or an L/C
Issuer, as the case may be, in making such determination. 
 “Required Revolving Credit (MC) Lenders” means, at any time,
Lenders having more than 50% of the sum of the Outstanding Amount of Revolving Credit (MC) Loans plus the aggregate unused Revolving Credit (MC) Commitments. The aggregate Outstanding Amount of Revolving Credit (MC) Loans and unused Revolving
Credit (MC) Commitment of any Defaulting Lender shall be disregarded in determining Required Revolving Credit (MC) Lenders at any time. 

“Required Revolving Credit (USD) Lenders” means, at any time, Lenders having more than 50% of the sum of the aggregate
Revolving Credit (USD) Exposure plus the aggregate unused Revolving Credit (USD) Commitments. The Revolving Credit (USD) Exposure and unused Revolving Credit (USD) Commitment of any Defaulting Lender shall be disregarded in
determining Required Revolving Credit (USD) Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to
and funded by another Revolving Credit (USD) Lender shall be deemed to be held by the Lender that is the Swing Line Lender or an L/C Issuer, as the case may be, in making such determination. 

  
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 “Required Term Loan Lenders” means, at any time, Lenders having more than 50% of
the sum of the Outstanding Amount of Term Loans plus the unfunded Term Loan Commitments. The Outstanding Amount of Term Loans and unfunded Term Loan Commitments of any Defaulting Lender shall be disregarded in determining Required Term Loan
Lenders at any time. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of
notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan
Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
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. To the extent requested by the
Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent reasonably requested by the Administrative Agent, appropriate authorization documentation, in form and substance reasonably satisfactory to the
Administrative Agent. 
 “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 Company 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 Company’s stockholders, partners or members (or the equivalent Person thereof).

 “Revaluation Date” means (a) with respect to any Revolving Credit (MC) Loan, each of the following: (i) each
date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the Required Revolving Credit (MC) Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a
Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any
payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date and (v) such additional
dates as the Administrative Agent or any L/C Issuer shall reasonably determine or the Required Revolving Credit (USD) Lenders or Required Revolving Credit (MC) Lenders shall reasonably require. 

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

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

“Revolving Credit (MC) Commitment” means, as to each Lender, its obligation to make Revolving Credit (MC) Loans to the
Borrowers pursuant to Section 2.01(c), in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving
Credit (MC) Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

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

 “Revolving Credit (MC) Facility” means, at any time, the revolving credit facility provided in this Agreement pursuant
to the Aggregate Revolving Credit (MC) Commitments. 
 “Revolving Credit (USD) Facility” means, at any time, the revolving
credit facility provided in this Agreement pursuant to the Aggregate Revolving Credit (USD) Commitments, including the participations in L/C Obligations and Swing Line Loans thereunder. 

“Revolving Credit (MC) Lender” means, at any time, any Lender that has a Revolving Credit (MC) Commitment or outstanding
Revolving Credit (MC) Loans at such time. 
 “Revolving Credit (USD) Lender” means, at any time, any Lender that has a
Revolving Credit (USD) Commitment or Revolving Credit (USD) Exposure at such time. 
 “Revolving Credit (MC) Loan” has the
meaning specified in Section 2.01(c). 
 “Revolving Credit (USD) Loan” has the meaning specified in
Section 2.01(a). 
 “Revolving Credit (MC) Note” means a promissory note made by a Borrower in favor of a
Revolving Credit (MC) Lender evidencing Revolving Credit (MC) Loans made by such Revolving Credit (MC) Lender to such Borrower, substantially in the form of Exhibit C-3. 

  
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 “Revolving Credit (USD) Note” means a promissory note made by a U.S. Borrower in
favor of a Revolving Credit (USD) Lender evidencing Revolving Credit (USD) Loans or Swing Line Loans, as the case may be, made by such Revolving Credit (USD) Lender to such Borrower, substantially in the form of Exhibit C-1. 

“Rupees” means the lawful currency of India. 

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and
(b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement
or payment for the settlement of international banking transactions in the relevant Alternative Currency. 
 “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. 
 “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill
Companies, Inc. and any successor thereto. 
 “SAT Acquisition” means the Acquisition by the Company, directly or
indirectly through a Subsidiary, of the Equity Interests in SAT Technology, Inc. consummated on or about September 26, 2014. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between
any Loan Party and any Cash Management Bank. 
 “Secured Hedge Agreement” means any Swap Contract permitted hereunder that
is entered into by and between any Loan Party and any Hedge Bank. 
 “Secured Parties” means, collectively, the
Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the
Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 

“Security Agreements” means, collectively, (a) the Security Agreement (the “U.S. Security Agreement”)
dated as of August 27, 2013, made by the Company and certain other Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties specified therein and (b) any other security agreement now or hereafter in effect
executed by one or more Loan Parties that are Foreign Subsidiaries in favor of the Administrative Agent for the benefit of any of the Secured Parties, each of which shall be in form and substance satisfactory to the Administrative Agent, in each
case as supplemented from time to time by the execution and delivery of Security Joinder Agreements. 

  
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 “Security Joinder Agreement” means each Security Joinder Agreement,
substantially in the form thereof attached to a Security Agreement, executed and delivered by a Subsidiary to the Administrative Agent. 

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of
the Organization for Economic Cooperation and Development at such time located in North America or Europe. 
 “Specified 2014
Acquisitions” means, collectively, the HEE Acquisition, the SAT Acquisition, the Emtrol Acquisition and the Zhongli Acquisition. 

“Specified Disposition” means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary
of the Company or any division, business unit, product line or line of business. 
 “Specified Existing Shareholders”
means, collectively, Phillip DeZwirek, Jason Louis DeZwirek and Icarus Investment Corp., a Delaware corporation (“Icarus”), to the extent that Icarus is Controlled by either Phillip DeZwirek or Jason Louis DeZwirek. 

“Specified Pay-Off Indebtedness” means, all outstanding indebtedness of the Target or any Subsidiary thereof under that
certain Credit Agreement dated as September 7, 2012, among the Target, Peerless Mfg. Co, Citibank, N.A., as Administrative Agent and the lenders party thereto, as in effect on the date hereof. 

“Specified Representations” has the meaning specified in Section 4.01. 

“Specified Transactions” means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the
Closing Date Acquisition. 
 “Spot Rate” for a currency means the rate determined by the Administrative Agent or the
applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or any L/C Issuer may obtain such spot rate from another financial
institution designated by the Administrative Agent or any L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that any L/C Issuer
may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“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 

  
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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. 

“Sterling” and “£” mean the lawful currency of the United Kingdom. 

“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 Company. 
 “Subsidiary
Guarantors” means, collectively, the Subsidiaries party to a Subsidiary Guaranty (including by execution of a Subsidiary Guaranty Joinder Agreement). 

“Subsidiary Guaranties” means, collectively, (a) the Subsidiary Guaranty Agreement (the “U.S. Subsidiary
Guaranty”) dated as of August 27, 2013, made by certain Subsidiaries of the Company in favor of the Administrative Agent for the benefit of the Secured Parties specified therein and (b) means any other subsidiary guaranty
agreement now or hereafter in effect executed by one or more Loan Parties that are Foreign Subsidiaries in favor of the Administrative Agent for the benefit of any of the Secured Parties, each of which shall be in form and substance satisfactory to
the Administrative Agent, in each case as supplemented from time to time by the execution and delivery of Subsidiary Guaranty Joinder Agreements 

“Subsidiary Guaranty Joinder Agreement” means each Subsidiary Guaranty Joinder Agreement, substantially in the form thereof
attached to a Subsidiary Guaranty, executed and delivered by a Subsidiary to the Administrative Agent. 
 “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 Obligation” means, with respect to any Subsidiary Guarantor, any
obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
 “Swing Line
Loan” has the meaning specified in Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or
electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company. 

“Swing Line Sublimit” means, at any time, an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate
Revolving Credit (USD) Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Credit (USD) Commitments. 

“Swiss Franc” means the lawful currency of Switzerland. 

“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” means PMFG, Inc., a
Delaware corporation. 
 “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilizes a single shared platform and which was launched on November 19, 2007. 

  
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 “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases
to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. 

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

“Term Loan” means an advance made by any Lender under the Term Loan Facility. 

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

“Term Loan Commitment” means, as to each Lender, its obligation to make a Term Loan to the Company pursuant to
Section 2.01(b) on the Closing Date in a principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Loan Commitment” or opposite such caption in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Term Loan Facility” means, at any time, the term loan facility provided pursuant to Section 2.01(b) of this
Agreement. 
 “Term Loan Lender” means, at any time, any Lender that has a Term Loan Commitment or an outstanding Term Loan
at such time. 
 “Term Loan Note” means a promissory note made by the Company in favor of a Term Loan Lender evidencing the
Term Loan made by such Term Loan Lender, substantially in the form of Exhibit C-2. 
 “Threshold Amount” means
$7,500,000. 
 “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit (USD)
Exposure, outstanding Revolving Credit (MC) Loans and outstanding Term Loans of such Lender at such time. 
 “Total Revolving Credit
(USD) Outstandings” means the aggregate Outstanding Amount of all Revolving Credit (USD) Loans, Swing Line Loans and L/C Obligations. 

“Treasury Management Agreement” means any treasury management services, autoborrow, sweep or similar agreement entered into
between the Company and the Swing Line Lender from time to time. 
 “Type” means, with respect to a Loan, its character as
a Base Rate Loan or a Eurocurrency Rate Loan. 

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

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

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

“U.S. Borrowers” means, collectively, the Company and each Designated Borrower that is a Domestic Subsidiary. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

 “U.S. Pledge Agreement” has the meaning specified in the definition of Pledge Agreements. 

“U.S. Security Agreement” has the meaning specified in the definition of Security Agreements. 

“U.S. Subsidiary Guaranty” has the meaning specified in the definition of Subsidiary Guaranties. 

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III). 

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

“Yen” and “¥” means the lawful currency of Japan. 

“Zhongli Acquisition” means the Acquisition relating to the equity interests of, or certain assets of, Jiangyin Zhongli
Machinery Industry Co., Ltd. consummated on or about December 14, 2014. 
 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 

  
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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, 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 “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in
its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, 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. 

(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 Company 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 Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company 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 

  
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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 Company 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 Company and its Subsidiaries or to the determination of any amount for the Company 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 Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

1.04 Rounding. Any financial ratios required to be maintained by the Company 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).  
 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable).  
 1.06 Letter of Credit Amounts. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its
terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of
such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

1.07 Adjustments for Specified Transactions. For each four-quarter period ending next following the date of any Specified Transaction,
for purposes of determining the Consolidated Leverage Ratio, Consolidated EBITDA shall be computed as if such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) occurred as of the
first day of the applicable period of measurement and: 
 (a) all income statement items (whether positive or negative) attributable to
the property or person disposed of in a Specified Disposition shall be excluded and all income statement items (whether positive or negative) attributable to the property or person acquired in the Closing Date Acquisition or a Permitted Acquisition
shall be included (provided that such income statement items to be included are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent and based upon reasonable assumptions and calculations
which are expected to have a continuous impact); and 

  
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 (b) non-recurring costs, extraordinary expenses and other pro forma adjustments attributable to
such transaction may be included to the extent that such costs, expenses or adjustments: 
 (i) are reasonably expected to be
realized within twelve (12) months of such Specified Transaction as set forth in reasonable detail on a certificate of a Responsible Officer of the Company delivered to the Administrative Agent; and 

(ii) are calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934; 

provided that the foregoing costs, expenses and adjustments shall be without duplication of any costs, expenses or adjustments that are already
included in the calculation of Consolidated EBITDA or clause (a) above. 
 1.08 Exchange Rates; Currency Equivalents. 

(a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be
used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting
any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. 

(b) Wherever in this Agreement in connection with a Revolving Credit (MC) Borrowing, conversion, continuation or prepayment of a Eurocurrency
Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Credit (MC) Borrowing, Eurocurrency Rate Loan or Letter of Credit is
denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent or the applicable L/C Issuer, as the case may be. 
 1.09 Additional Alternative Currencies.  

(a) The Company may from time to time request that Eurocurrency Rate Loans that are Revolving Credit (MC) Loans be made and/or Letters of
Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans that are Revolving Credit (MC) Loans, such request shall be subject to the approval of the Administrative Agent and the
Revolving Credit (MC) Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, 

  
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such request shall be subject to the approval of the Administrative Agent and at least one of the L/C Issuers (it being acknowledged and agreed that no L/C Issuer shall be obligated to issue any
Letter of Credit denominated in a currency requested by the Company pursuant to this Section 1.09(a) if such currency has not been approved by such L/C Issuer). 

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of
the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuers, in its or their sole discretion). In the case of any such
request pertaining to Eurocurrency Rate Loans that are Revolving Credit (MC) Loans, the Administrative Agent shall promptly notify each Revolving Credit (MC) Lender thereof; and in the case of any such request pertaining to Letters of Credit, the
Administrative Agent shall promptly notify the L/C Issuers thereof. Each Revolving Credit (MC) Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or each L/C Issuer (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of
Credit, as the case may be, in such requested currency. 
 (c) Any failure by a Revolving Credit (MC) Lender or an L/C Issuer, as the case
may be, to respond to such request within the time period specified in the last sentence of Section 1.09(b) shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be
made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit (MC) Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify
the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Credit (MC) Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and at least one of the
L/C Issuers consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Letter of Credit issuances by the consenting L/C Issuers. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09, the Administrative Agent shall promptly
so notify the Company. 
 1.10 Change of Currency.  

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement
in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Credit (MC) Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Revolving Credit (MC) Borrowing, at the end of the then current Interest Period. 

  
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 (b) Each provision of this Agreement shall be subject to such reasonable changes of construction
as the Administrative Agent may from time to time reasonably specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. 

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

ARTICLE II. 
 THE
COMMITMENTS AND CREDIT EXTENSIONS 
 2.01 Loans. 

(a) Revolving Credit (USD) Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit (USD) Lender
severally agrees to make loans (each such loan, a “Revolving Credit (USD) Loan”) to the U.S. Borrowers, in Dollars, from time to time, on any Business Day during the Availability Period with respect to the Revolving Credit (USD)
Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit (USD) Commitment; provided, however, that after giving effect to any Revolving Credit (USD) Borrowing,
(i) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) Commitments and (ii) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Lender’s
Revolving Credit (USD) Commitment. Within the limits of each Revolving Credit (USD) Lender’s Revolving Credit (USD) Commitment, and subject to the other terms and conditions hereof, the U.S. Borrowers may borrow under this
Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit (USD) Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 

(b) Term Loan Borrowing. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a loan to
the Company, in Dollars, on the Closing Date in an amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 as such Lender’s Term Loan Commitment (each loan described in this
Section 2.01(b), a “Term Loan”). Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein. 
 (c) Revolving Credit (MC) Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit (MC)
Lender severally agrees to make loans (each such loan, a “Revolving Credit (MC) Loan”) to the Borrowers, in Dollars or in one or more Alternative Currencies, from time to time, on any Business Day during the Availability Period with
respect to the Revolving Credit (MC) Facility, in an aggregate amount not to exceed at 

  
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any time outstanding the amount of such Lender’s Revolving Credit (MC) Commitment; provided, however, that after giving effect to any Revolving Credit (MC) Borrowing,
(i) the aggregate Outstanding Amount of all Revolving Credit (MC) Loans shall not exceed the Aggregate Revolving Credit (MC) Commitments and (ii) the aggregate Outstanding Amount of all Revolving Credit (MC) Loans of any Revolving Credit
(MC) Lender shall not exceed such Lender’s Revolving Credit (MC) Commitment. Within the limits of each Revolving Credit (MC) Lender’s Revolving Credit (MC) Commitment, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit (MC) Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

 2.02 Borrowings, Conversions and Continuations of Loans. 

(a) Each Revolving Credit (USD) Borrowing, each Revolving Credit (MC) Borrowing, each Term Loan Borrowing, each conversion of Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any
telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date
of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in
the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans. Each
telephonic notice by the Company 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 Company.
Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a
Term Loan Borrowing, a Revolving Credit (USD) Borrowing, a Revolving Credit (MC) Borrowing, a conversion of Term Loans, Revolving Credit (USD) Loans or Revolving Credit (MC) Loans from one Type to the other, or a continuation of Eurocurrency Rate
Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be
borrowed or to which existing Term Loans, Revolving Credit (USD) Loans or Revolving Credit (MC) Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) if applicable, the currency of the
Revolving Credit (MC) Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Revolving Credit (MC) Borrowing, then the Revolving Credit (MC) Loans so
requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Revolving Credit (USD) Loans
or Revolving 

  
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Credit (MC) Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Credit (MC)
Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency 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. No Revolving Credit (MC) Loan may be converted into or continued as a Revolving Credit (MC) Loan denominated in a different currency, but instead must be prepaid
in the original currency of such Revolving Credit (MC) Loan and reborrowed in the other currency. 
 (b) Following receipt of a Loan Notice
for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and, if applicable, the currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit (MC) Loans
denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing, a Revolving Credit (USD) Borrowing or a Revolving Credit (MC) Borrowing, each Lender under the applicable
Facility shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and
not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit (MC) Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other
applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such 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 Company; provided, however, that if, on the date a Loan Notice with respect to a Revolving Credit (USD) Borrowing is given by
the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit (USD) Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the
applicable Borrower as provided above. 
 (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency)
without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the
Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. 

  
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 (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest
rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company 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 Revolving Credit (USD) Borrowings, all conversions of Revolving Credit (USD) Loans from one Type to the other, and all continuations of Revolving Credit (USD) Loans as the same Type, there shall not be more than eight Interest Periods
in effect with respect to Revolving Credit (USD) Loans. After giving effect to all Revolving Credit (MC) Borrowings, all conversions of Revolving Credit (MC) Loans from one Type to the other, and all continuations of Revolving Credit (MC) Loans as
the same Type, there shall not be more than four Interest Periods in effect with respect to Revolving Credit (MC) Loans. After giving effect to all Term Loan Borrowings, all conversions of Term Loans from one Type to the other, and all continuations
of Term Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Term 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 Company, the Administrative Agent, and such Lender. 

2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of
the Revolving Credit (USD) Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated
in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer, for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit (USD) Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any
drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) Commitments,
(y) the Revolving Credit (USD) Exposure of any Lender shall not exceed such Lender’s Revolving Credit (USD) Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request
by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.
Within the foregoing limits, and subject to the terms and 

  
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conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof. 
 (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of the requested
Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit (USD) Lenders have approved such expiry date. 

(iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,
or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such
L/C Issuer in good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more
policies of such L/C Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the
Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; 
 (D) such
Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer; 

(E) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue letters of credit in the requested
currency; 
 (F) any Revolving Credit (USD) Lender is at that time a Defaulting Lender, unless the L/C Issuers have entered
into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuers (in their sole discretion) with the Company or such Revolving Credit (USD) Lender to eliminate the L/C Issuers’ actual or potential Fronting Exposure
(after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuers
have actual or potential Fronting Exposure, as they may elect in their sole discretion; 

  
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 (G) subject to Section 2.03(b)(iii), the expiry date of the requested
Letter of Credit would occur more than twelve months after the date of issuance or last extension; or 
 (H) such Letter of
Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. 
 (iv) No L/C
Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 

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

(vi) Each L/C Issuer shall act on behalf of the Revolving Credit (USD) Lenders with respect to any Letters of Credit issued by
it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer
in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer
with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. 
 (b) Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 
 (i) Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Company delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or
by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and
time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a
Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such 

  
 50 








 
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may reasonably require. In the
case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Company shall furnish to the applicable L/C Issuer
and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require. 

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable
L/C Issuer has received written notice from any Revolving Credit (USD) Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or
more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the
applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving
Credit (USD) Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit (USD)
Lender’s Applicable Revolving Credit (USD) Percentage times the amount of such Letter of Credit. 
 (iii) If the
Company so requests in any applicable Letter of Credit Application, each L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the
applicable L/C Issuer, the Company shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit (USD) Lenders shall be deemed to have
authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that no L/C Issuer shall
permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in 

  
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its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has
received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit (USD) Lenders have elected not
to permit such extension or (2) from the Administrative Agent, any Revolving Credit (USD) Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case
directing such L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, each L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

 (c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
applicable L/C Issuer shall promptly notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the applicable L/C Issuer in such Alternative
Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have
notified such L/C Issuer promptly following receipt of the notice of drawing that the Company will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an
Alternative Currency, the applicable L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the applicable L/C
Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the Company shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative
Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment
to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the applicable L/C Issuer for the loss resulting
from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Company fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit
(USD) Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed 


  
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Amount”), and the amount of such Revolving Credit (USD) Lender’s Applicable Revolving Credit (USD) Percentage thereof. In such event, the Company shall be deemed to have
requested a Revolving Credit (USD) Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit (USD) Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given
by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice. 
 (ii) Each Revolving Credit (USD) Lender shall upon any notice
pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office
for Dollar-denominated payments in an amount equal to its Applicable Revolving Credit (USD) Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject
to the provisions of Section 2.03(c)(iii), each Revolving Credit (USD) Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit (USD) Loan to the Company in such amount. The Administrative Agent
shall remit the funds so received to the applicable L/C Issuer in Dollars. 
 (iii) With respect to any Unreimbursed Amount
that is not fully refinanced by a Revolving Credit (USD) Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the
applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event,
each Revolving Credit (USD) Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 

(iv) Until each Revolving Credit (USD) Lender funds its Revolving Credit (USD) Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit (USD) Percentage of such amount shall be solely for the account
of such L/C Issuer. 
 (v) Each Revolving Credit (USD) Lender’s obligation to make Revolving Credit (USD) Loans or L/C
Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including


  
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(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Company, any Subsidiary or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit (USD) Lender’s obligation to
make Revolving Credit (USD) Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such making of an L/C Advance shall relieve
or otherwise impair the obligation of the Company to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi) If any Revolving Credit (USD) Lender fails to make available to the Administrative Agent for the account of the applicable
L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this
Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the
foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit (USD) Loan included in the relevant Revolving Credit (USD) Borrowing or L/C Advance in respect
of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit (USD) Lender (through the Administrative Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 

(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit
(USD) Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount
or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit (USD)
Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent. 
 (ii) If any payment
received by the Administrative Agent for the account of any L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by such L/C Issuer in its discretion), each Revolving Credit (USD) Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable 

  
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Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit (USD) Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

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

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

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

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

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

  
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 (viii) any adverse change in the relevant exchange rates or in the availability
of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally; or 

(ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any Subsidiary; 
 provided, however,
that anything in the foregoing to the contrary notwithstanding, the Company may have a claim against an L/C Issuer, and an L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Company which the Company proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. 
 The
Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will promptly
notify the applicable L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuers. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall
have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit (USD) Lenders or the Required Revolving Credit (USD) Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the
Company may have a claim against an L/C Issuer, and an L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves
were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the 

  
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presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the
validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason. Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any
other commercially reasonable means of communicating with a beneficiary. 
 (g) Applicability of ISP; Limitation of Liability. Unless
otherwise expressly agreed by the applicable L/C Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit
issued by such L/C Issuer. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Company for, and no L/C Issuer’s rights and remedies against the Company shall be impaired by, any action or inaction of such L/C Issuer
required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the
practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the
Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 
 (h)
Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit (USD) Lender in accordance, subject to Section 2.17, with its Applicable Revolving Credit (USD) Percentage, in
Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of daily amount available to be drawn under such Letter of Credit. For purposes
of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first
Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed
on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Credit (USD) Lenders, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate. 
 (i) Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer. The Company
shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by (A) Bank of America in its capacity as an L/C Issuer, at the rate per annum specified in the Fee Letter to
which Bank of America is 

  
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a party, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears and (B) any other L/C Issuer, at a rate
separately agreed between the Company and such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the
first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. In addition, the Company shall pay directly to each L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and
charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control. 
 (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Company
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries. 

(l) Letters of Credit Reports. For so long as any Letter of Credit issued by an L/C Issuer (other than Bank of America) is outstanding,
such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of Exhibit G,
appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer. 
 2.04 Swing Line Loans.

 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the
agreements of the other Revolving Credit (USD) Lenders set forth in this Section 2.04, may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company, in Dollars, from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit
(USD) Percentage of the Outstanding Amount of Revolving Credit (USD) Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit (USD) Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) 

  
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Commitments, and (ii) the Revolving Credit (USD) Exposure of any Lender shall not exceed such Lender’s Revolving Credit (USD) Commitment, and provided, further, that the
Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit (USD) Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit (USD) Lender’s Applicable Revolving Credit (USD)
Percentage times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by
delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender
and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit (USD) Lender) prior to 2:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more
of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice,
make the amount of its Swing Line Loan available to the Company at its office by crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds. Notwithstanding the foregoing, Swing Line Borrowings may be advanced
without regard to the notice requirements, minimum amounts and other requirements set forth above in this Section 2.04(b) in accordance with and as set forth in any Treasury Management Agreement. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit (USD) Lender make a Base Rate Revolving Credit (USD) Loan in an amount equal to such Revolving Credit (USD) Lender’s Applicable Revolving
Credit (USD) Percentage of the amount 

  
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of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit (USD) Commitments and the conditions set
forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit (USD) Lender shall make an amount
equal to its Applicable Revolving Credit (USD) Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for
Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit (USD) Lender that so makes funds available shall be deemed to have made a
Base Rate Revolving Credit (USD) Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit (USD) Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Revolving Credit (USD) Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit (USD) Lenders
fund its risk participation in the relevant Swing Line Loan and each Revolving Credit (USD) Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation. 
 (iii) If any Revolving Credit (USD) Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to
the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such
Revolving Credit (USD) Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit (USD) Lender’s Revolving Credit (USD) Loan included in the relevant Revolving Credit (USD) Borrowing
or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause
(iii) shall be conclusive absent manifest error. 
 (iv) Each Revolving Credit (USD) Lender’s obligation to
make Revolving Credit (USD) Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, 

  
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defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit (USD) Lender’s obligation to make Revolving Credit (USD) Loans pursuant to this
Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest
as provided herein. 
 (d) Repayment of Participations. 

(i) At any time after any Revolving Credit (USD) Lender has purchased and funded a risk participation in a Swing Line Loan, if
the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit (USD) Lender its Applicable Revolving Credit (USD) Percentage thereof in the same funds as those received
by the Swing Line Lender. 
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any
Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving
Credit (USD) Lender shall pay to the Swing Line Lender its Applicable Revolving Credit (USD) Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Credit (USD) Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Company for interest on the Swing Line Loans. Until each Revolving Credit (USD) Lender funds its Base Rate Revolving Credit (USD) Loan or risk participation pursuant to this Section 2.04 to refinance such
Revolving Credit (USD) Lender’s Applicable Revolving Credit (USD) Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit (USD) Percentage shall be solely for the account of the Swing Line Lender. 

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

(a) Optional. 

(i) Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative
Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit 

  
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(USD) Loans, Revolving Credit (MC) Loans and Term Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not
later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies)
prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple
thereof; and (D) 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable
Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof
on a pro rata basis. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. 

(ii) The Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swingline Lender of a Notice of Loan
Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the foregoing, Swing Line Borrowings may be repaid
without regard to the notice requirements, minimum amounts and other requirements set forth above in this Section 2.04(a)(ii) in accordance with and as set forth in any Treasury Management Agreement. 

(b) Mandatory. 

(i) If the Company or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by
Section 7.05(a), (b), (c), (d) or 

  
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(e)) which results in the realization by such Person of Net Cash Proceeds in excess of $2,500,000 in a given transaction or series of related transactions, the Company shall prepay Term
Loans and, if so provided in the applicable Additional Commitments Amendment, Additional Term Loans then outstanding in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayment to be applied
as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified
by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest all or any portion of such Net Cash
Proceeds in operating assets so long as (A) within 180 days after the receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets shall have been entered into and (B) within 270 days after the receipt of such
Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive
agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). 

(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness
expressly permitted to be incurred or issued pursuant to Section 7.03), the Company shall prepay Term Loans and, if so provided in the applicable Additional Commitments Amendment, Additional Term Loans then outstanding in an amount equal
to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayment to be applied as set forth in clause (iv) below). 

(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Company or any of its Subsidiaries, and
not otherwise included in clause (i) or (ii) of this Section 2.05(b) which results in the realization by such Person of Net Cash Proceeds in excess of $2,500,000, the Company shall prepay Term Loans and, if so
provided in the applicable Additional Commitments Amendment, Additional Term Loans then outstanding in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such
prepayment to be applied as set forth in clause (iv) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the
Company (as notified by the Company to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the
Company or such Subsidiary may utilize such insurance proceeds, condemnation awards or payments within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net
Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so utilized shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii). 

  
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 (iv) Excess Cash Flow. After the end of each fiscal year (commencing with
the fiscal year ending December 31, 2016), within ten (10) Business Days after the delivery of the financial statements and related Compliance Certificate for such fiscal year pursuant to Section 6.01(a) and
Section 6.02(a), the Company shall prepay Term Loans and, if so provided in the applicable Additional Commitments Amendment, Additional Term Loans then outstanding in an amount equal to (A) the Applicable Excess Cash Flow Percentage
times Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate amount of all optional prepayments of any Term Loan during such fiscal year pursuant to Section 2.05(a)(i), solely to the
extent that such prepayments are not funded with the incurrence of any Indebtedness or any amounts that are, or may become, the subject of any other mandatory prepayment pursuant to this Section 2.05(b). For the purpose hereof,
“Applicable Excess Cash Flow Percentage” means, for any fiscal year, (a) 50% if the Consolidated Leverage Ratio as of the end of such fiscal year is greater than or equal to 3.25 to 1.00, (b) 25% if the Consolidated
Leverage Ratio as of the end of such fiscal year is less than 3.25 to 1.00 but greater than or equal to 3.00 to 1.00 and (c) 0% if the Consolidated Leverage Ratio as of the end of such fiscal year is less than 3.00 to 1.00. 

(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to
the principal repayment installments of the Term Loans on a pro-rata basis (excluding from such calculation the final payment due at maturity). Subject to Section 2.17, such prepayments in respect of the Term Loan Facility shall be paid
to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Loan Facility. Each prepayment of Additional Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the
principal repayment installments of the Additional Term Loans as set forth in the applicable Additional Commitments Amendment (or if not specified therein in the same manner as the Term Loans). 

(vi) If for any reason the Total Revolving Credit (USD) Outstandings at any time exceed the Aggregate Revolving Credit (USD)
Commitments at such time, the U.S. Borrowers shall immediately prepay Revolving Credit (USD) Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless, after the prepayment of the Revolving Credit (USD) Loans and Swing Line Loans, the Total
Revolving Credit (USD) Outstandings exceed the Aggregate Revolving Credit (USD) Commitments at such time. 
 (vii) If for any
reason the Outstanding Amount of all Revolving Credit (MC) Loans at any time exceeds the Aggregate Revolving Credit (MC) Commitments at such time, the Borrowers shall immediately prepay Revolving Credit (MC) Loans in an aggregate amount equal to
such excess. 
 (viii) Notwithstanding anything in this Section 2.05(b) to the contrary, no prepayment shall be
required pursuant to (A) clause (i), (ii) or (iii) of this Section 2.05(b) as a result of any actions of a Foreign Subsidiary if such prepayment by such


  
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Foreign Subsidiary or the upstreaming of cash by such Foreign Subsidiary in order to make such prepayment would not be permitted by local law (e.g., financial assistance, corporate benefit,
restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) and (B) clause (i) of this Section 2.05(b) as a result of the Disposition of assets by a
Foreign Subsidiary or clause (iii) of this Section 2.05(b) as a result of the receipt of Extraordinary Receipts by a Foreign Subsidiary if, in either case, the Company and its Subsidiaries would suffer material adverse tax
consequences (as determined in good faith by the Company) as a result of upstreaming cash to make any such prepayment (including the imposition of withholding taxes). 

2.06 Termination or Reduction of Revolving Credit (USD) Commitments or Revolving Credit (MC) Commitments. The Company may, upon notice
to the Administrative Agent, terminate the Aggregate Revolving Credit (USD) Commitments or Aggregate Revolving Credit (MC) Commitments, or from time to time permanently reduce the Aggregate Revolving Credit (USD) Commitments or Aggregate Revolving
Credit (MC) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction in
the Aggregate Revolving Credit (USD) Commitments or the Aggregate Revolving Credit (MC) Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not
(A) terminate or reduce the Aggregate Revolving Credit (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Aggregate Revolving Credit
(USD) Commitments or (B) terminate or reduce the Aggregate Revolving Credit (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving Credit (MC) Loans would exceed the
Aggregate Revolving Credit (MC) Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit (USD) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Credit (USD) Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit
(USD) Commitments or the Aggregate Revolving Credit (MC) Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit (USD) Commitment reduction shall not be
applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit (USD) Commitments shall be applied to the Revolving Credit (USD) Commitment of each Lender
according to its Applicable Revolving Credit (USD) Percentage. Any reduction of the Aggregate Revolving Credit (MC) Commitments shall be applied to the Revolving Credit (MC) Commitment of each Lender according to its Applicable Percentage with
respect to the Revolving Credit (MC) Facility. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit (USD) Commitments or Aggregate Revolving Credit (MC) Commitments, as the case may be, shall be paid on the
effective date of such termination. 
 2.07 Repayment of Loans. (a) Term Loans. The Company shall repay to the
Term Loan Lenders the aggregate principal amount of all Term Loans in quarterly principal installments as set forth on Schedule 2.07(a) (which principal amounts shall be reduced as a 

  
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result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); provided, however, that the final principal repayment
installment of the Term 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 Term Loans outstanding on such date. 

(b) Revolving Credit (USD) Loans. Each U.S. Borrower shall repay to the Revolving Credit (USD) Lenders on the Maturity Date the
aggregate principal amount of Revolving Credit (USD) Loans made to such U.S. Borrower outstanding on such date. 
 (c) Revolving Credit
(MC) Loans. Each Borrower shall repay to the Revolving Credit (MC) Lenders on the Maturity Date the aggregate principal amount of Revolving Credit (MC) Loans made to such Borrower outstanding on such date. 

(d) Swing Line Loans. The Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after
such Loan is made and (ii) the Maturity Date. 
 2.08 Interest. (a) Subject to the provisions of subsection
(b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable
Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) While any Event of Default of the type described in Section 8.01(f) exists, the Borrowers shall pay interest
on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iii) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Term Loan Lenders (in the case of the Term Loan Facility), the Required Revolving Credit (USD) Lenders
(in the case of the Revolving Credit (USD) Facility) or the Required Revolving Credit (MC) Lenders (in the case of the Revolving Credit (MC) Facility), as the case may be, 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. 

  
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 (iv) Upon the request of the Required Term Loan Lenders (in the case of the Term
Loan Facility), the Required Revolving Credit (USD) Lenders (in the case of the Revolving Credit (USD) Facility) or the Required Revolving Credit (MC) Lenders (in the case of the Revolving Credit (MC) Facility), as the case may be, while any Event
of Default exists (other than as set forth in clauses (b)(i), (b)(ii) and (b)(iii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (v) Accrued and unpaid
interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 
 (c) Interest on each Loan
shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief Law. 
 2.09 Fees. In addition to certain fees described
in subsections (h) and (i) of Section 2.03: 
 (a) Commitment Fee. 

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

(ii) The Company shall pay to the Administrative Agent for the account of each Revolving Credit (MC) Lender in accordance with
its Applicable Percentage in respect of the Revolving Credit (MC) Facility, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving 

  
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Credit (MC) Commitments exceed the Outstanding Amount of Revolving Credit (MC) Loans, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times
during the Availability Period with respect to the Revolving Credit (MC) Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period with respect to the Revolving Credit (MC) Facility. The commitment fee
shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. 
 (b) Other Fees. (i) The Company shall pay to the Arranger and the Administrative Agent for
their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Company shall pay to the Lenders 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. 
 2.10 Computation of
Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency 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-day year) or, in the case of interest in respect of Revolving Credit (MC) Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice.
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear interest for one 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 or other adjustment to the financial statements of the Company or for any other
reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company 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, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, 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 any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the
Administrative Agent, any Lender or any L/C Issuer), an amount equal to 

  
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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, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrowers’ obligations under this paragraph shall
survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 
 2.11 Evidence of Debt.
(a) 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 Borrowers 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 Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent,
such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and
endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto. 
 (b)
In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest error. 
 2.12 Payments Generally; Administrative
Agent’s Clawback. (a) General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers
hereunder with respect to principal and interest on Revolving Credit (MC) Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the
foregoing, the Administrative Agent may require (upon reasonable notice) that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment 


  
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hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be
deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any 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 Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to 12:00 noon 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 applicable 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
applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such 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 Overnight Rate, 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 such Borrower, the interest rate applicable to Base Rate Loans. If such 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 such Borrower the amount of such interest paid by such 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 such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent. 
 (ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume
that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Revolving Credit (USD) Lenders, the Revolving Credit (MC) Lenders, the Term Loan Lenders or L/C Issuers, as the
case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Revolving Credit (USD) Lenders, the Revolving Credit (MC) Lenders, the Term Loan Lenders


  
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or the L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in Same Day 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 Overnight Rate. 

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such 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 Revolving Credit
(USD) Loans, Revolving Credit (MC) Loans and Term Loans, to fund participations in Letters of Credit and Swing Line 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, to fund any such participation 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, to purchase its participation 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. 

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the
Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and
payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account
of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and
(b) above, the Lender  

  
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receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in
L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations
in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 

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

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a 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), (y) the application of Cash Collateral provided for in Section 2.17, or
(z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to
the Company or any Subsidiary thereof (as to which the provisions of this Section shall apply). 
 Each 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 such Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. 
 2.14 Designated
Borrowers. 
 (a) The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the
Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any wholly-owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive
Revolving Credit (MC) Loans or Revolving Credit (USD) Loans, as the case may be, hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Revolving Credit (USD) Lender or Revolving Credit (MC)
Lender, as applicable) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any
Applicant Borrower becoming entitled to utilize the Revolving Credit (MC) Facility or the Revolving Credit (USD) Facility, as the case may be, (i) the Administrative Agent, each Revolving Credit (MC) Lender and, in the case of any Applicant
Borrower that is a Domestic Subsidiary, each Revolving Credit (USD) Lender shall have approved such Applicant Borrower as a Designated Borrower and received all documentation and other information that such Person requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (ii) the 

  
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Administrative Agent, each Revolving Credit (MC) Lender and, in the case of any Applicant Borrower that is a Domestic Subsidiary, each Revolving Credit (USD) Lender shall have received such
supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, the Revolving
Credit (MC) Lenders or the Revolving Credit (USD) Lenders in their sole discretion, and (iii) each Revolving Credit (MC) Lender shall have received Revolving Credit (MC) Notes and each Revolving Credit (USD) Lender shall have received Revolving
Credit (USD) Notes, in each case signed by such new Borrowers to the extent requested thereby. If the Administrative Agent, the Revolving Credit (MC) Lenders and, in the case of any Applicant Borrower that is a Domestic Subsidiary, the Revolving
Credit (USD) Lenders agree that an Applicant Borrower shall be entitled to receive Revolving Credit (MC) Loans or Revolving Credit (USD) Loans, as the case may be, hereunder, then promptly following receipt of all such requested resolutions,
incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to the Company, the
Revolving Credit (MC) Lenders and, in the case of any Applicant Borrower that is a Domestic Subsidiary, the Revolving Credit (USD) Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for
purposes hereof, whereupon each of the Revolving Credit (MC) Lenders agrees to permit such Designated Borrower to receive Revolving Credit (MC) Loans hereunder and, in the case of any Applicant Borrower that is a Domestic Subsidiary, each of the
Revolving Credit (USD) Lenders agrees to permit such Designated Borrower to receive Revolving Credit (USD) Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be
a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date; and
provided further that, effective as of the date hereof, (x) the Administrative Agent and the Revolving Credit (MC) Lenders hereby agree that each of the Netherlands Designated Borrowers may become a “Designated Borrower”
hereunder and may receive Revolving Credit (MC) Loans for its account on the terms and conditions set forth in this Agreement and (y) the Administrative Agent, the Revolving Credit (USD) Lenders and the Revolving Credit (MC) Lenders hereby
agree that Met-Pro Technologies LLC, a Delaware limited liability company may become a “Designated Borrower” hereunder and may receive Revolving Credit (MC) Loans and Revolving Credit (USD) Loans for its account on the terms and conditions
set forth in this Agreement, in the case of each Person identified in the foregoing clauses (x) and (y), upon delivery of a duly executed Designated Borrower Request and Assumption Agreement and satisfaction of the conditions set forth in
clauses (i) through (iii) of the second sentence this Section 2.14(a) without any requirement of further written consent from the Administrative Agent, the Revolving Credit (USD) Lenders or Revolving Credit (MC) Lenders. 

(b) The Obligations of each U.S. Borrower shall be joint and several in nature. The Obligations of all Designated Borrowers that are Foreign
Subsidiaries shall be several in nature. 
 (c) Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant
to this Section 2.14 hereby irrevocably appoints the Company as its agent for all 

  
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purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments
and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Revolving Credit (USD) Loans or Revolving Credit (MC) Loans made by the Lenders to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the
Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to
have been delivered to each Designated Borrower. 
 (d) The Company may from time to time, upon not less than fifteen (15) Business
Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders
of any such termination of a Designated Borrower’s status. 
 2.15 Increase Option. 

(a) Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the
Closing Date, the Company may request additional Commitments (each an “Additional Commitment” and all of them, collectively, the “Additional Commitments”); provided that (x) after giving effect to any
such addition, the aggregate amount of Additional Commitments that have been added pursuant to this Section 2.15 after the Closing Date shall not exceed $50,000,000, and (y) any such addition shall be in an aggregate amount of not
less than $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in either case, such lesser amount as may be acceptable to the Administrative Agent). Any loans made in respect of any such Additional Commitments (the
“Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit (USD) Commitments with the same terms (including pricing) as the existing Revolving Credit (USD) Facility,
or (ii) creating a new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments
in accordance with this Section 2.15 and no Lender shall have the ability to block any such pursuit although no Lender shall be obligated to provide any Additional Commitments). 

(b) Ranking and Other Provisions. The Additional Term Loans shall (i) rank pari passu in right of payment and in respect of lien
priority as to the Collateral with the outstanding Loans, (ii) not have a weighted average life that is shorter than the weighted average life of the outstanding Term Loans, (iii) not mature earlier than the Maturity Date, and
(iv) not contain additional or different financial or other covenants which are more restrictive in any material respect than the covenants applicable to the Term Loans unless either such covenants benefit all of the Lenders or are otherwise
consented to by the Administrative Agent. 

  
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 (c) Notices; Lender Elections. Each notice from the Company pursuant to this Section shall
set forth the requested amount and proposed terms of the Additional Commitments. Additional Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution that is an Eligible Assignee (any such
bank or other financial institution, together with any existing Lenders making any Additional Loans, the “Additional Lenders”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the
Administrative Agent. At the time of the sending of such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders). No Lender shall be obligated to provide any Additional Loans, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it
agrees to provide an Additional Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined
to provide an Additional Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

(d) Additional Commitment Amendment. Additional Commitments shall become Commitments under this Agreement pursuant to an amendment (an
“Additional Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the other Loan Parties, each Additional Lender and the Administrative Agent. An Additional Commitment
Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including, without
limitation, to incorporate the Additional Loans and Additional Commitments into the calculation of the “Required Lenders”, “Required Facility Lenders” and related provisions). Upon execution, the Administrative Agent shall
provide a copy of any Additional Commitment Amendment to all Lenders. 
 (e) Effective Date and Allocations. If any Additional
Commitments are added in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (each, an “Additional Commitments Effective Date”) and the final allocation thereof.
The Administrative Agent shall promptly notify the Company, the existing Lenders and the Additional Lenders of the final allocation of such addition and the Additional Commitments Effective Date. 

(f) Conditions to Effectiveness of Increase. The effectiveness of any Additional Commitment Amendment shall, unless otherwise agreed to
by the Administrative Agent and each Additional Lender, be subject to the satisfaction on the date thereof (each, an “Additional Commitments Closing Date”) of each of the following conditions: 

(i) the Administrative Agent shall have received on or prior to the Additional Commitments Closing Date each of the following,
each dated the applicable Additional Commitments Closing Date unless otherwise indicated or agreed to by the 

  
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Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Commitment Amendment; and (B) a certificate of
each Loan Party dated as of the Additional Commitments Closing Date signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by the board of directors (or other appropriate governing body) of such Loan
Party approving or consenting to the Additional Commitment Amendment and the Additional Commitments provided thereby, and in the case of the Company, certifying that, before and after giving effect to the Additional Commitment Amendment and the
Additional Commitments provided thereby, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Additional Commitments Closing Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.15, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and
(y) no Default exists or will result from the Additional Commitments or from the application of the proceeds thereof;  

(ii) immediately after giving effect to such Additional Commitment Amendment, no Default shall exist; 

(iii) the Company shall have delivered evidence to the Administrative Agent (which shall be reasonably acceptable to the
Administrative Agent) that the Company and its Subsidiaries will be in pro forma compliance with all of the covenants set forth in Section 7.11 after giving effect to such Additional Commitment Amendment and the Indebtedness to be
incurred in connection therewith; and 
 (iv) there shall have been paid to the Administrative Agent, for the account of the
Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Additional Commitment Amendment on the related Additional Commitments Closing Date), as applicable, all fees and expenses (including reasonable and
documented out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Additional Commitments Closing Date. 

(g) Effect of Additional Commitment Amendment. On each Additional Commitments Closing Date, (i) each Eligible Assignee which is
providing an Additional Commitment shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) each Additional Commitment shall become “Commitments” hereunder, (iii) each loan provided
pursuant to an Additional Commitment shall be a “Loan” for all purposes of this Agreement and the other Loan Documents, and (iv) in the case of any increase of the Aggregate Revolving Credit (USD) Commitments, the Company shall prepay
any Revolving Credit (USD) Loans outstanding (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit (USD) Loans ratable with any revised Applicable Revolving
Credit (USD) Percentages arising from any nonratable increase in the Revolving Credit (USD) Commitments under this Section. 

  
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 (h) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary. 
 2.16 Cash Collateral. 

(a) Certain Credit Support Events. If (i) any L/C Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the close of business on the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Company shall be required to provide Cash
Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any
request by the Administrative Agent or any L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after
giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time
exceeds 103% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the
amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. 
 (b) Grant of Security
Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security
for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the
Administrative Agent or the L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

 (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.16 or Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein
(including, as to Cash Collateral provided by any Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein. 

  
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 (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of
the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuers that there exists excess Cash Collateral;
provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other
applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuers may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other
obligations. 
 2.17 Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”, “Required
Revolving Credit (USD) Lenders”, “Required Revolving Credit (MC) Lenders”, “Required Term Loan Lenders” and Section 10.01. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.16; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to
future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against that Defaulting Lender as a result of that 

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

(iii) Certain Fees. 

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

(B) Each Defaulting Lender which is a Revolving Credit (USD) Lender shall be entitled to receive Letter of Credit Fees for any
period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Credit (USD) Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.16. 
 (C) With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender
pursuant to clause (B) above, the Company shall (x) pay to each Non-Defaulting Lender which is a Revolving Credit (USD) Lender that portion of any such Letter of Credit Fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the applicable L/C Issuer the amount of any such fee otherwise payable to such
Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

  
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 (iv) Reallocation of Applicable Revolving Credit (USD) Percentages to Reduce
Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders which are Revolving Credit (USD) Lenders in accordance with their
respective Applicable Revolving Credit (USD) Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit (USD) Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are
satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time),
and (y) such reallocation does not cause the aggregate Revolving Credit (USD) Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit (USD) Commitment. No reallocation hereunder shall constitute a
waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation. 
 (v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation
described in clause (a)(iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount
equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16. 

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

  
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 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 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. 

  
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 (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, each 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) Each 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, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A reasonably detailed certificate as to the amount of such payment or liability delivered to the Company by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 Business Days after
demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender and each L/C Issuer 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 or such L/C Issuer (but only to the extent that any Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of each Borrower to do so), (y) the Administrative Agent and the Borrowers, 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 Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in
each case, that are payable or paid by the Administrative Agent or a Borrower in connection with any Loan Document, and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due
to the Administrative Agent under this clause (ii). 
 (d) Evidence of Payments. Upon request by the Company or the
Administrative Agent, as the case may be, after any payment of Taxes by any Borrower or by the 

  
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Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Company shall deliver to the Administrative Agent or the Administrative Agent shall deliver to
the Company, as the case may be, the original or a 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 Company or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or the
taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested by the Company 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 Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company 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 either (A) set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by applicable law other than the Code or the taxing authorities of the
jurisdiction pursuant to such applicable law to comply with the requirements for exemption or reduction of withholding tax in that jurisdiction) 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 a Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to the Company 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 Company or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal
backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the
Company 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 Company or the Administrative Agent), whichever of the following is applicable: 

  
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 (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 originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(II) executed originals 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 F-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 Company 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
originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or 
 (IV) to the extent a Foreign Lender is not the beneficial
owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-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 F-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 Company 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 Company or the
Administrative Agent), executed originals 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 Company 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 

  
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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 Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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 Company 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 an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender
or such L/C Issuer, as the case may be. If any Recipient determines that it has received a refund of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this
Section 3.01, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a 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 each
Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such 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 any 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 any Borrower or any other Person. 
 (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 or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or
discharge of all other Obligations. 

  
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 (h) Treatment of Certain FATCA Matters. Solely for purposes of determining withholding
Taxes imposed under FATCA, from and after the Closing Date, the Company and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 3.02 Illegality. If any Lender
determines in good faith that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by
reference to the Eurocurrency Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Company through the Administrative Agent, (i) any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Revolving Credit (USD) Loans to Eurocurrency 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 Eurocurrency 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 Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative
Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable and such Loans are denominated in Dollars, convert all Eurocurrency 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 Eurocurrency 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 Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the
Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency 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 Eurocurrency Rate. Upon any such prepayment or conversion, the Borrowers 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 Eurocurrency Rate Loan or a conversion to or continuation
thereof, (a) the Administrative Agent determines that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, or (ii) adequate and reasonable means do  

  
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not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or
in connection with an existing or proposed Base Rate Loan, or (b) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately
and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders under the appropriate Facility to make or maintain
Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with
respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Revolving Credit (USD) Lenders (in the case of the Revolving Credit (USD) Facility), the Required Revolving Credit (MC) Lenders (in the case of the Revolving Credit (MC) Facility) or the Required Term Loan Lenders (in the case of the Term Loan
Facility)) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the
affected Eurocurrency Rate Loans or Interest Periods) under the appropriate Facility or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans under the appropriate Facility in the amount
specified therein; provided that, in the case of a pending request for a Loan denominated in an Alternative Currency, the Borrowers, the Administrative Agent and the Revolving Credit (MC) Lenders may alternatively establish a mutually
acceptable alternative rate. 
 3.04 Increased Costs; Reserves on Eurocurrency 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 any L/C Issuer; 

(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 any L/C Issuer or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result
of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any
such Loan), or 

  
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to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter
of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), in each of the foregoing cases, by an amount deemed material by such Lender or
such L/C Issuer, as applicable, then, upon request of such Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 
 (b)
Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any,
regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if
any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that
which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of
such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), in each of the foregoing cases, by an amount deemed material by such Lender or such L/C Issuer, as applicable, then from time to time the Company will
pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding
company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting
forth in reasonable detail the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the
Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, 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 or any L/C Issuer to demand compensation
pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a
Lender or an L/C Issuer 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 or such L/C Issuer, as the case may be, notifies the
Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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 (e) Reserves on Eurocurrency Rate Loans. The Company shall pay (or cause the applicable
Designated Borrower to pay) to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency 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), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such
Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive, which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company
shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest or costs 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 Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or
reasonable and documented out-of-pocket expense actually incurred by it as a result of: 
 (a) any continuation, conversion, payment
or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by any 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 Company or the applicable Designated Borrower; 
 (c) any
failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by
the Company pursuant to Section 10.13; 
 including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also
pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. 

  
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 For purposes of calculating amounts payable by the Company (or applicable Designated Borrower) to the Lenders
under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency
for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 
 3.06 Mitigation
Obligations; Replacement of Lenders. 
 (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Company such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or
such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower
to pay) all reasonable costs and out-of-pocket expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any 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), the Company may replace such Lender in accordance with Section 10.13. 

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

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:  
 (a) Documentation. Subject to the Certain
Funds Provision set forth below, the Administrative Agent’s receipt of the following, each of which shall be originals or telecopies 

  
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(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: 

(i) executed counterparts of this Agreement, the Ratification Agreement, a Pledge Agreement Supplement Agreement (as to Equity
Interests of Subsidiaries acquired in the Closing Date Transaction) and, as appropriate, Pledge Joinder Agreement (as to Equity Interests of Subsidiaries acquired in the Closing Date Transaction), a Security Joinder Agreement (as to Subsidiary
Guarantors acquired in the Closing Date Transaction) and a Subsidiary Guaranty Joinder Agreement (as to Subsidiary Guarantors acquired in the Closing Date Transaction), in each case sufficient in number for distribution to the Administrative Agent,
each Lender and the Company; 
 (ii) Notes executed by the Borrowers in favor of each Lender requesting Notes; 

(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 each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v) favorable opinions of counsel to the Loan Parties addressed to the Administrative Agent and each Lender, as to the 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 attaching copies of all Closing Date Acquisition Documents; 
 (vii) a
certificate of a Responsible Officer of the Company certifying that the conditions specified in subsections (c), (d), (e), (f), (h) and (i) of this Section 4.01 have been satisfied;

 (viii) a certificate of the chief financial officer of the Company as to the Solvency of the Company and the Company and
its Subsidiaries, taken as a whole, after giving effect to the Closing Date Transaction and the Indebtedness incurred in connection therewith; 

  
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 (ix) searches of UCC filings in the jurisdiction of incorporation or formation,
as applicable, of each Loan Party, the Target and its Subsidiaries and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral,
copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; 

(x) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required
by applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other
documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Collateral Documents as a first priority Lien (subject only to Permitted Liens) in and to such
other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of stock or membership certificates, if any, evidencing the Equity Interests pledged pursuant to the Collateral Documents and
undated stock or transfer powers duly executed in blank; in each case to the extent such Equity Interests are certificated (except to the extent permitted to be delivered pursuant to Section 7.15); 

(xi) delivery of amendments to the Mortgages with respect to the real property located in Illinois, Indiana and Michigan
reflecting the new maturity date and maximum secured principal amount of the Facilities contemplated by this Agreement (it being understood that each of the parties hereto, by its signature below, consents to such amendments), together with the
Mortgaged Property Support Documents (including flood hazard certifications and, evidence of flood insurance (if such insurance is required by applicable Law)), requested by the Administrative Agent; and 

(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, each L/C Issuer, the
Swing Line Lender or the Lenders reasonably may require. 
 (b) Insurance. The Company shall have delivered to the Administrative
Agent evidence of insurance coverage on the Company’s and each Subsidiary’s property satisfying the requirements of Section 6.07, and where required by the Administrative Agent, with loss payable endorsements in favor of the
Administrative Agent for the benefit of the Secured Parties. 
 (c) Closing Date Acquisition. The Closing Date Acquisition shall have
been consummated, or shall be consummated substantially simultaneously with the Closing Date, in all material respects in accordance with the terms of the Closing Date Purchase Agreement, without giving effect to any modifications, amendments,
consents or waivers thereto that are material and adverse to the interests of the Lenders, as reasonably determined by the Arranger, without the prior consent of the Arranger, it being understood that any substantive material modification,
amendment, consent or waiver to (i) the Company Disclosure Schedules (as defined in the Closing Date Purchase Agreement), the Parent Disclosure Schedules (as defined 

  
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in the Closing Date Purchase Agreement) or the definition of “Material Adverse Effect” in the Closing Date Purchase Agreement, (ii) the third party beneficiary rights in the
Closing Date Purchase Agreement applicable to the Arranger and/or the Lenders (including, without limitation, any substantive modification, amendment, consent or waiver of any of the provisions referenced in Sections 9.5(c), 10.5 or 10.8 of the
Closing Date Purchase Agreement) or (iii) the governing law of the Closing Date Purchase Agreement shall in each case be deemed to be material and adverse to the interests of the Lenders. 

(d) Closing Date Material Adverse Effect. (A) Except as set forth in Section 5.8 of the Parent Disclosure Schedules or in the
Parent SEC Reports (as defined in the Closing Date Purchase Agreement) filed with the SEC since December 31, 2014 and publicly available prior to the date of the Closing Date Purchase Agreement, and except for the transactions contemplated by
the Closing Date Purchase Agreement, since December 31, 2014, there has not occurred any event, occurrence, condition, change, development, set of facts or circumstances that has had or would reasonably be expected to have a Closing Date
Material Adverse Effect on the Company, and (B) except as set forth in Section 4.8 of the Company Disclosure Schedules or in the Company SEC Reports (as defined in the Closing Date Purchase Agreement) filed with the SEC since June 28,
2014 and publicly available prior to the date of the Closing Date Purchase Agreement, and except for the transactions contemplated by the Closing Date Purchase Agreement, since June 28, 2014, there has not occurred any event, occurrence,
condition, change, development, set of facts or circumstances that has had or would reasonably be expected to have a Closing Date Material Adverse Effect on the Target. 

(e) Absence of Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the actual knowledge of the
Company after reasonable inquiry, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or the Target or any of its Subsidiaries or against any of their
properties or revenues that (A) could reasonably be expected to materially adversely affect the Loan Documents or any of the transactions contemplated thereby, or (B) would result in clause (d) above not being satisfied;
provided, however, that the foregoing shall not include any shareholder class action or derivative litigation commenced against the Company or the Target (or either of their respective boards of directors) since the date of the Closing
Date Purchase Agreement and arising from allegations of breach of fiduciary duty of the Company’s or the Target’s respective directors relating to their respective negotiation and approval of the Closing Date Purchase Agreement or from
allegations of false or misleading public disclosure by the Company or the Target with respect to the Closing Date Transaction, including, without limitation, the Closing Date Purchase Agreement. 

(f) No Change in Information. The Administrative Agent shall be satisfied that all of the information and evaluations prepared by the
Company and its advisors, or on their behalf, relating to the Closing Date Transaction (including projections) is complete and correct in all material respects considered as a whole; and no new or additional information, shall have been received or
discovered by the Administrative Agent or the Arranger regarding the Company or its Subsidiaries, the Target or its Subsidiaries or the Closing Date Transaction after May 3, 2015, that, either individually or in the aggregate, (A) would
result in clause (d) above or clause (h) below not being satisfied if such new information were deemed to constitute a change or development for the purposes thereof or (B) could reasonably be expected to materially and adversely
affect the Facilities or any other aspect of the Closing Date Transaction. 

  
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 (g) Financial Information. The Administrative Agent shall have received (i) audited
financial statements of each of the Company and its Subsidiaries as of December 31, 2014 and the Target and its Subsidiaries as of June 28, 2014, (ii) all interim financial statements of each of the Company and its Subsidiaries and
the Target and its Subsidiaries from and the after the most recent fiscal year end through the most recent quarter for which financial statements are available which are not inconsistent with the information provided to the Arranger prior to
May 3, 2015, if such inconsistency would result in clause (d) above or clause (h) below not being satisfied, (iii) a satisfactory quality of earnings report with respect to the Target and its Subsidiaries prepared by an
independent certified public accountant acceptable to the Arranger (it being agreed that the quality of earnings report delivered to the Arranger on April 8, 2015, satisfies this condition) and (iv) pro forma consolidated financial
statements as to the Company and its Subsidiaries giving effect to all elements of the Closing Date Transaction to be effected on or before the Closing Date, and forecasts prepared by management of the Company of balance sheets, income statements
and cash flow statements on a quarterly basis for the fiscal year 2015 and on an annual basis for each fiscal year thereafter during the contemplated term of this Agreement. 

(h) Maximum Consolidated Leverage Ratio. The Administrative Agent shall have received evidence reasonably satisfactory to it that, on
the Closing Date after giving pro forma effect to all Credit Extensions hereunder on the Closing Date, the consummation of the Closing Date Transaction and the repayment of Indebtedness (including the repayment of Indebtedness which may occur on the
date immediately succeeding the Closing Date) reflected on the funds flow statement executed in connection with the Closing Date Transaction, the Consolidated Leverage Ratio is less than 3.50 to 1.00. 

(i) Accuracy of Representations / No Default. Subject to the Certain Funds Provision set forth below, (A) the representations and
warranties of each Borrower and each other Loan Party contained in Article V and 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 a
materiality or Material Adverse Effect standard, in all respects) as of the Closing Date and (B) no Event of Default shall have occurred and be continuing, provided that the condition in this clause (B) shall not be a condition to
the availability of the Facilities on the Closing Date with respect to any Event of Default relating to the making of any representation or warranty on the Closing Date other than a Specified Representation or a Purchase Agreement Representation.

 (j) Specified Pay-Off Indebtedness. The Administrative Agent shall have received evidence reasonably satisfactory to it that,
concurrently with the closing, (i) the Specified Pay-Off Indebtedness is paid in full, the related credit facilities thereunder are terminated and any Liens securing the same are released and (ii) the outstanding principal and interest of
the term loan under the Existing Credit Agreement has been paid in full. 
 (k) Fees. Any fees required to be paid on or before the
Closing Date shall have been paid. 

  
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 (l) Legal Fees and Expenses. Unless waived by the Administrative Agent, the Company shall
have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent or its counsel). 
 (m)
Outside Date. The conditions specified in this Section 4.01 shall have been satisfied no later than December 31, 2015. 

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

Notwithstanding anything in this Section 4.01 to the contrary, (i) the only representations and warranties related to the
Target and its Subsidiaries in the Loan Documents the accuracy of which will be a condition to the availability of the Facilities on the Closing Date will be (A) such representations and warranties regarding the Target and its Subsidiaries in
the Purchase Agreement as are material to the interests of Administrative Agent and the Lenders, but only to the extent that the Company or its Affiliates have the right to terminate the Company’s or its Affiliates’ obligations under the
Closing Date Purchase Agreement (or the right not to consummate the Closing Date Acquisition pursuant to the Closing Date Purchase Agreement) as a result of a failure of such representations and warranties to be true and correct (the
“Purchase Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Loan Documents (including, without limitation, the conditions precedent to the effectiveness thereof)
will not impair availability of the Facilities on the Closing Date if the conditions expressly set forth in this Section 4.01 are satisfied (it being understood that, to the extent a perfected security interest in any Collateral (the
security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement, the making of a federal intellectual property filing or delivery of possession of capital stock or other certificated security) is not
able to be provided on the Closing Date after the Company’s use of commercially reasonable efforts to do so, the perfection of such security interest in such Collateral will not constitute a condition precedent to the availability of the
Facilities on the Closing Date, but a security interest in such collateral will be required to be perfected after the Closing Date pursuant to arrangements to be mutually agreed between the Company and the Administrative Agent). For purposes hereof,
the term “Specified Representations” mean the representations and warranties set forth in Sections 5.01, 5.02(a), 5.02(b)(solely, in the case of 5.02(b)(i) to material debt agreements), 5.02(c) (to
the extent such violation could be reasonably be expected to have a Material Adverse Effect), 5.03, 5.04, 5.14, 5.15, 5.18, 5.19, 5.22 (subject to the limitations on perfection set forth above) and
5.24. For the avoidance of doubt, the foregoing provisions of this paragraph shall be referred to herein as the “Certain Funds Provisions”. 

  
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 4.02 Conditions to all Credit Extensions other than Credit Extensions to be made on the
Closing Date. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension after the Closing Date (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency
Rate Loans) is subject to the following conditions precedent: 
 (a) The representations and warranties of the Borrowers and each
other Loan Party contained in Article V or any other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, 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; provided that, notwithstanding anything in
this Agreement to the contrary, for the purposes of determining whether the conditions precedent to the Credit Extensions on the Closing Date have been satisfied, the representations and warranties made on the Closing Date by the Borrowers in
Sections 5.05(c) and 5.06 shall be deemed to be limited to be representations that the conditions set forth in subsections (d) and (e) of Section 4.01 will be satisfied immediately before and
immediately after giving effect to the consummation of the Closing Date Transaction. 
 (b) No Default shall exist or would result from such
proposed Credit Extension or the application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the applicable L/C
Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) If the
applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. 

(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or
international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Credit (MC) Lenders (in the case of any Revolving Credit
(MC) Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the
relevant Alternative Currency. 
 Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the
other Type or a continuation of Eurocurrency Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the
date of the applicable Credit Extension. 

  
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 ARTICLE V. 

REPRESENTATIONS AND WARRANTIES 

Except as otherwise provided in Section 5.23, each 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, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in
good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 5.02 Authorization; No
Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is 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 (other than the creation of a Lien in favor of the Administrative
Agent under the Collateral Documents) under, or require any payment to be made under (i) any material 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.  

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,
(b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or
(d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. 

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 

  
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 5.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness. 
 (b) The unaudited consolidated balance sheet of the
Company and its Subsidiaries dated June 30, 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 Company and its 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(b) sets forth all material indebtedness and other
liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the Closing Date that are not reflected on such financial statements, including liabilities for taxes, material commitments and Indebtedness but excluding the
Indebtedness under the Loan Documents. 
 (c) Since December 31, 2014, there has been no event or circumstance, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 (d) The consolidated pro forma balance
sheet of the Company and its Subsidiaries as at June 30, 2015, and the related consolidated pro forma statements of income and cash flows of the Company and its Subsidiaries for the four fiscal quarter period then ended, certified by the chief
financial officer or treasurer of the Company, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of the Company and its Subsidiaries as at such date and the consolidated pro forma
results of operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with GAAP. 
 (e) The
consolidated forecasted balance sheet and statements of income and cash flows of the Company and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which
assumptions were believed to be reasonable at the time of delivery of such forecasts (it being understood that such forecasts are subject to uncertainties and contingencies, some of which are beyond the control of the Company, that no assurance can
be given that any particular forecast will be realized, that actual results may differ and that such differences may be material). 

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the actual knowledge of the Company after
reasonable inquiry, threatened or contemplated, 

  
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at law, in equity, in arbitration or before any Governmental Authority, by or against the Company 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, if determined adversely, could reasonably be expected to have a Material Adverse
Effect. 
 5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to 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 Company 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 Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09 Environmental Compliance. The Company and its 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 Company has reasonably concluded that
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 Company and its Subsidiaries are insured with financially sound and reputable insurance companies
not Affiliates of any 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 Company or the applicable
Subsidiary operates. 
 5.11 Taxes. The Company 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 Company or any Subsidiary that
would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement. 

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 Internal Revenue Service or is permitted to rely on an opinion


  
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letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the
Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a determination letter is currently being processed by the Internal Revenue Service. To the best knowledge of the
Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 
 (b) There are no pending or, to the best
knowledge of the Company, 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 Company 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 Company 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 Company 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 Company 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 Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 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. 

(d) Neither the Company nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than (i) on the Closing Date (after giving effect to the Closing Date Acquisition), those listed on Schedule 5.12(d) and (ii) thereafter, Pension Plans not otherwise prohibited by
this Agreement. 
 (e) With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign
Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Company or any Subsidiary that is not subject to United States law (a “Foreign Plan”): 

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

  
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 (ii) the fair market value of the assets of each funded Foreign Plan, the
liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the
date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted
accounting principles; and 
 (iii) each Foreign Plan required to be registered has been registered and has been maintained
in good standing with applicable regulatory authorities. 
 5.13 Subsidiaries; Equity Investments; Loan Parties. As of the Closing
Date (after giving effect to the Closing Date Acquisition), the Company 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 by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. As of
the Closing Date (after giving effect to the Closing Date Acquisition), the Company 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 Company have been validly issued and are fully paid and nonassessable. Part (c) of Schedule 5.13 sets forth the name, jurisdiction of organization and U.S. taxpayer identification number of each Loan
Party (or, in the case of any Foreign Obligor, the unique identification number of such Person that has been issued by its jurisdiction of organization) as of the Closing Date (after giving effect to the Closing Date Acquisition).  

5.14 Margin Regulations; Investment Company Act. 

(a) No Borrower is engaged or will 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. 

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

  
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which they were made, not misleading; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time (it being understood that any projected financial information is subject to uncertainties and contingencies, some of which are beyond the control of the Company, that no assurance can be given
that any particular projected financial information will be realized, that actual results may differ and that such differences may be material). 

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

5.17 Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess the right to use, all of the material
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 infringing upon the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be
employed, by the Company 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 Company, threatened, which, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.18 OFAC. Neither the Company, nor any of
its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Company or any
Subsidiary located, organized or resident in a Designated Jurisdiction. 
 5.19 Solvency. The Loan Parties, on a consolidated
basis, are Solvent. 
 5.20 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its
Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.21 Labor Matters.
Except for those listed on Schedule 5.21, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Company or any of its Subsidiaries as of the Closing Date. Neither the Company nor any Subsidiary has
suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years.  
 5.22 Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid 

  
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and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed
on or prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens. 

5.23 Representations as to Foreign Obligors. Each of the Company and each Foreign Obligor represents and warrants to the Administrative
Agent and the Lenders that: 
 (a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its obligations under this
Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the
Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its
obligations under the Applicable Foreign Obligor Documents. 
 (b) The Applicable Foreign Obligor Documents are in proper legal form under
the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or
similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the
Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. 

(c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made
by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent. 

(d) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable
foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made
or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). 

  
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 5.24 Anti-Corruption Laws; Sanctions; Use of Proceeds 

(a) The Company and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of
1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 

(b) The Company will not and will not permit any Subsidiary, directly or indirectly, to 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 a Lender, the Arranger, the Administrative
Agent, the L/C Issuers, the Swing Line Lender, or otherwise) of Sanctions. 
 (c) The Company will not and will not permit any Subsidiary,
to 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, and other similar anti-corruption legislation in other
jurisdictions. 
 ARTICLE VI. 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company 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 reasonably 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 Company (or, if earlier, 15 days after the
date required to be filed with the SEC (after giving effect to any extension permitted by the SEC)), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of
income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of an independent certified public accountant 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 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; 

  
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 (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 Company (or, if earlier, 5 days after the date required to be filed with the SEC (after giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended June 30,
2015), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Company’s fiscal
year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in comparative form, as applicable, 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 the chief executive officer, chief financial officer, treasurer or controller of the
Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; and 
 (c) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, forecasts
prepared by management of the Company, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on
a quarterly basis for the current fiscal year (including the fiscal year in which the Maturity Date occurs). 
 As to any information contained in materials
furnished pursuant to Section 6.02(c), the Company 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
Company 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 reasonably 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 the chief executive officer, chief financial officer, treasurer or controller of the Company (which delivery may, unless the Administrative Agent, or a
Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); 

(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 Company by independent accountants in connection with the accounts or books of the Company or any 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 Company, and copies of all annual, regular, periodic and special reports and registration statements which 

  
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the Company 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, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or
other operational results of any Loan Party or any Subsidiary thereof; and 
 (e) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

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 Company posts such documents, or provides a link
thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’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 Company shall deliver paper copies of such documents to the
Administrative Agent or any Lender upon its request to the Company 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 Company shall notify the
Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The
Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a
Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make
available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks,
SyndTrak 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 any of the Borrowers or their respective 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. Each Borrower
hereby agrees that (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”


  
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shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Administrative Agent, the
Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such 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 Administrative Agent and the Arranger 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.” 
 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 any such matter arising
from (i) a breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary involving more than the Threshold Amount; (ii) a material dispute, litigation, investigation, proceeding or suspension
between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable
Environmental Laws, involving more than the Threshold Amount; 
 (c) of the occurrence of any ERISA Event with respect to any Pension Plan
or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount; 
 (d) of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary, including
any determination by the Company referred to in Section 2.10(b); and 
 (e) of the (i) occurrence of any Disposition of
property or assets for which the Company is required to make a mandatory prepayment pursuant to Section 2.05(b)(i), (ii) incurrence or issuance of any Indebtedness for which the Company is required to make a mandatory prepayment
pursuant to Section 2.05(b)(ii), and (iii) receipt of any Extraordinary Receipt for which the Company is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii). 

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting
forth details of the occurrence referred to therein and stating what action the Company 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. 

  
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 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable,
all its material obligations and liabilities, including (a) all Federal, State and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (b) all other 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 or governing such Indebtedness. 

6.05 Preservation of Existence, Etc. (a) (i) Preserve, renew and maintain in full force and effect its legal existence under
the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (ii) preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of
its organization except in a transaction permitted by Section 7.04 or 7.05 and except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; (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 and (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. 
 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance
companies not Affiliates of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons and as may be required by applicable Law and as are required by any Collateral Document. All such insurance shall, (a) provide that no cancellation or material
modification thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof (except in the case of cancellation as a result of non-payment of premium in which case only 10 days’ prior
written notice shall be required), (b) name the Administrative Agent and each Lender as an additional insured party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss
payee. 
 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.  

  
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 6.09 Books and Records. Maintain proper books of record and account, with entries that are
full, true and correct in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be. 

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the
expense of the Company and at such reasonable times during normal business hours, upon reasonable advance notice to the Company; provided, however, that (a) when no Event of Default exists, the Company shall not be obligated to
pay for more than one such visitation and inspection in the period beginning on the Closing Date and ending on the day prior to the first anniversary of the Closing Date, or in any subsequent twelve-month period commencing on an anniversary of the
Closing Date and ending twelve months thereafter and (b) when an Event of Default exists the Administrative Agent (or its representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during
normal business hours, without advance notice and as often as may be reasonably deemed necessary or prudent to protect the interests of the Secured Parties. Each Lender shall be provided advance notice by the Administrative Agent of any such
inspection and shall be permitted, at such Lender’s expense, to accompany (or to have its representatives or independent contractors accompany) the Administrative Agent (or its representatives or independent contractors) on any such
inspection. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes (including,
without limitation, in connection with the Closing Date Acquisition and Permitted Acquisitions) not in contravention of any Law or of any Loan Document. 

6.12 Additional Subsidiaries and Real Property. 

(a) Subject to the limits and exclusions set forth in Section 6.12(d) below, if (i) at any time the Company acquires or forms
any additional Subsidiary, merges any Subsidiary into another Person or Disposes of assets from any Subsidiary to another Person and, as a result of such acquisition, formation, merger or Disposition, a Person becomes a Material Subsidiary, or
(ii) as of the end of any fiscal quarter, any Subsidiary that is not already a Subsidiary Guarantor qualifies as a Material Subsidiary, the Company will promptly notify the Administrative Agent thereof and, as soon as practicable (but in any
event within thirty days or such longer period to which the Administrative Agent may agree in its sole discretion) following such acquisition, formation, merger, Disposition or fiscal quarter end, as the case may be, deliver or cause to be delivered
to the Administrative Agent each of the following: 
 (i) a Subsidiary Guaranty Agreement or a Subsidiary Guaranty Joinder
Agreement, as applicable, duly executed by such Subsidiary; 
 (ii) a Security Agreement or a Security Joinder Agreement, as
applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); 

  
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 (iii) if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge
Agreement or a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); 

(iv) if such Subsidiary has any fee ownership interest in any real property and such real property has a fair market value in
excess of $3,500,000 or any leasehold interest in any real property determined by the Administrative Agent to be material to the business of the Company and its Subsidiaries taken as a whole, a Mortgage and such Mortgaged Property Support Documents
as the Administrative Agent may request to cause such real property to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties securing the
Obligations; 
 (v) a Pledge Agreement, Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed
by the Loan Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); 

(vi) if any of the documents referenced in the foregoing clauses (i) through (v) are delivered (or
required to be delivered) and if requested by the Administrative Agent, opinions of counsel to the applicable Loan Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this
Section 6.12(a), in form and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the opinions of counsel delivered pursuant to
Section 4.01(a); 
 (vii) if any of the documents referenced in the foregoing clauses (i) through
(iv) are delivered (or required to be delivered), current copies of the documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) with respect to such Subsidiary, all certified by
the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect, all in form and substance reasonably satisfactory to the Administrative Agent; and 

(viii) evidence reasonably satisfactory to the Administrative Agent that all taxes, filing fees and recording fees related to
the perfection of the Liens created under any of the documents delivered pursuant to this Section 6.12(a) have been paid and all reasonable costs and expenses (including title insurance premiums) of the Administrative Agent in connection
therewith have been paid. 
 (b) With respect to any Material Real Property (i) acquired (whether by purchase, merger or otherwise)
after the Closing Date by any Person that is, or is required to be or become, a Loan Party, or (ii) owned or leased by a Person acquired after the Closing Date that is, or is required to be or become, a Loan Party, cause to be delivered to the
Administrative Agent promptly (but in any event within thirty days after such acquisition or such longer period as the Administrative Agent may agree in its sole discretion) a Mortgage and such Mortgaged Property Support Documents as the
Administrative Agent may request, in the case of each of clauses (i) and (ii), in order to cause such Material Real Property to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the
Administrative Agent 

  
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for the benefit of the Secured Parties securing the Obligations. As used herein, “Material Real Property” means any fee-owned real property that has a fair market value in excess
of $3,500,000 and any leased real property determined by the Administrative Agent to be material to the business of the Company and its Subsidiaries taken as a whole. 

(c) Without limiting the foregoing, within 30 days (or such longer period as approved by the Administrative Agent in its sole discretion)
after (i) each delivery or required delivery of financial information pursuant to Section 6.01(a) or Section 6.01(b) and (ii) any Disposition of any Subsidiary or any material portion of its assets (including via
merger or dissolution), cause one or more Subsidiaries to become Subsidiary Guarantors and take such additional actions of the type described in Section 6.12(a) as if such Subsidiaries were Material Subsidiaries, to the extent necessary
to cause, subject to the limits and exclusions set forth in Section 6.12(d) below: 
 (i) the Obligations of the
Company and any Designated Borrower that is a Domestic Subsidiary to be guaranteed by, and secured by the Equity Interests and assets of, Subsidiaries that, together with the Company, account for at least 90% of Consolidated Total Assets and 90% of
the consolidated total revenues of the Company and its Subsidiaries (but excluding from such calculation the assets and revenues of each Foreign Subsidiary that would, if such Subsidiary provided security or a guaranty with respect to such
Obligations, result in material adverse tax consequences to the Company); and 
 (ii) the Obligations of each Designated
Borrower that is a Foreign Subsidiary to be guaranteed by, and secured by the Equity Interests and assets of, Subsidiaries that, together with the Company, account for at least 90% of Consolidated Total Assets and 90% of the consolidated total
revenues of the Company and its Subsidiaries (but excluding from such calculation the assets and revenues of each Foreign Subsidiary that would, if such Subsidiary provided security or a guaranty with respect to such Obligations, result in material
adverse tax consequences to the Company). 
 For purposes of the foregoing calculations, (x) assets shall be determined as of the last
day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined using the results of the four fiscal quarter period of the Company most recently ended for which financial information
is available, but giving effect to any pro forma adjustments, with respect to any Specified Transaction, in a manner consistent with the adjustments described in Section 1.07 and (z) the assets and revenues of a Subsidiary shall not
be deemed to include the assets and revenues of its Subsidiaries. 
 (d) Notwithstanding anything in this Section 6.12 to the
contrary, it is acknowledged and agreed that (i) in no event shall any Foreign Subsidiary be required to guarantee, or provide collateral security for, any portion of the Obligations which would result in an adverse tax consequence to the
Company, (ii) the pledge of any Equity Interests in Foreign Subsidiaries as collateral security for any portion of the Obligations shall be limited to an amount which would not result in an adverse tax consequence to the Company, (iii) in
no event shall any of CECO Environmental, Aarding, ATA Beheer or Atradius Credit Insurances N.V. be required to guarantee, or provide collateral security for, any portion of the Obligations 

  
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of the U.S. Borrowers and (iv) even if no adverse tax consequences to the Company would result, no Foreign Subsidiary of any Netherlands Designated Borrower shall be required to guarantee,
or provide collateral security for, any portion of the Obligations until requested by the Administrative Agent following the repayment of the €10.0 million facilities agreement dated August 17, 2012 between ATA Beheer and Aarding, as
borrowers, and ING Bank N.V., as the lender (the “ING Debt”). 
 (e) Following the repayment of the ING Debt, the Company
shall (i) promptly (but in any event with 2 Business Days following such repayment) notify the Administrative Agent thereof and (ii) upon the request of the Administrative Agent, as soon as practicable (but in any event within thirty days
or such longer period to which the Administrative Agent may agree in its sole discretion), cause each of the Netherlands Designated Borrowers and their respective Foreign Subsidiaries to guarantee, and/or provide collateral security for, the
Obligations (subject to the limitations set forth in Section 6.12(d)) by delivering the documentation described in Section 6.12(a). 

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to
comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing,
and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that
neither the Company nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that (a) its obligation to do so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP, or (b) its failure to undertake any such action, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect or result in a penalty, fine or liability to the Company or any of its Subsidiaries in excess of the Threshold Amount. 

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

  
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 6.15 Approvals and Authorizations. Except as would not reasonably be expected to cause a
Material Adverse Effect, maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing,
and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents. 

6.16 Anti-Corruption Laws. Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. 

ARTICLE VII. 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Company 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 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; 

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

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); 

(i) Liens securing Indebtedness permitted under Section 7.03(e) and Section 7.03(f); provided that
(i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and, in the case of Indebtedness assumed in connection with a Permitted Acquisition, the property subject thereto immediately prior to
such Acquisition and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; 

(j) Liens, if any, in favor of a surety granted by the Company and/or its Subsidiaries arising by operation of law or under any indemnity
agreement or surety agreement entered into in the ordinary course of business in connection with construction-related bid or performance bonds; provided that such Lien does not at any time encumber any property other than the applicable
bonded contractual obligation and the accounts receivable, material and equipment under such applicable bonded contractual obligation; and 

(k) other Liens securing obligations, which when taken together with the outstanding Indebtedness permitted under Section 7.03(e)
and Section 7.03(f) do not exceed $10,000,000 at any time outstanding. 
 7.02 Investments. Make any Investments,
except: 
 (a) Investments held by the Company or such Subsidiary in the form of Cash Equivalents; 

(b) advances to officers, directors and employees of the Company and Subsidiaries in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 
 (c) (i) Investments existing on the Closing
Date in Subsidiaries existing on the Closing Date; (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.02; (iii) Investments made after the
Closing Date by any Loan Party in any other Loan Party (limited, in the case of the Company and Loan Parties that are Domestic Subsidiaries, to Investments in each other and in Foreign Subsidiaries that have Guaranteed the Obligations of the
Company); (iv) Investments made after the Closing Date by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (v) Investments made after the Closing Date by any Subsidiary that is not a Loan Party in
any Loan Party; and (vi) Investments made after the 

  
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Closing Date by any Loan Party in any Subsidiary that is either not a Loan Party or is a Foreign Subsidiary that is a Loan Party but has not Guaranteed the Obligations of the Company in an
aggregate amount in any fiscal year, when taken together with the aggregate amount of Investments made in the form of Permitted Acquisitions pursuant to Section 7.02(g)(ii) during such fiscal year (exclusive of the Zhongli Acquisition),
not to exceed the Foreign/Non-Loan Party Investment Basket for such fiscal year (provided that any Investments in the form of loans or advances made by any Loan Party to any Subsidiary that is either not a Loan Party or is a Foreign Subsidiary that
is a Loan Party but has not Guaranteed the Obligations of the Company pursuant to this clause (vi) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and
delivered to the Administrative Agent pursuant to the Collateral Documents); 
 (d) Investments consisting of extensions of credit in the
nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by Section 7.03; 

(f) the Closing Date Acquisition; 

(g) Investments by the Company or any Subsidiary in the form of: 

(i) Permitted Acquisitions to the extent that any Person or property acquired in such Permitted Acquisition becomes a part of
the Company or a Loan Party that has Guaranteed the Obligations of the Company or becomes a Subsidiary Guarantor which Guarantees the Obligations of the Company in the manner contemplated by Section 6.12; and 

(ii) Permitted Acquisitions to the extent that any Person or property acquired in such Permitted Acquisition does not become a
Loan Party that has Guaranteed the Obligations of the Company or a part of a Loan Party that has Guaranteed the Obligations of the Company in an aggregate amount in any fiscal year (exclusive of the Zhongli Acquisition), when taken together with the
aggregate amount of Investments made pursuant to Section 7.02(c)(vi) during such fiscal year, not to exceed the Foreign/Non-Loan Party Investment Basket for such fiscal year; 

(h) Investments of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Company or at the time
such Person merges or consolidates with the Company or any of its Subsidiaries, in either case, in connection with a Permitted Acquisition; provided that such Investments were not made by such Person in connection with, or in anticipation or
contemplation of, such Person becoming a Subsidiary of the Company or such merger or consolidation; and 
 (i) other Investments not
exceeding $2,500,000 in the aggregate in any fiscal year of the Company. 

  
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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 outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by (i) an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing, (ii) an amount equal to any existing commitments unutilized thereunder, and (iii) the amount of Indebtedness incurred pursuant to another subsection of this
Section 7.03 and allocated by the Company for such purpose in accordance with the final sentence of this Section 7.03; 

(c) unsecured (i) Indebtedness of any Loan Party to another Loan Party and Guarantees of any Loan Party in respect of Indebtedness
otherwise permitted hereunder of another Loan Party; (ii) Indebtedness of any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party and Guarantees of any Subsidiary that is not a Loan Party in respect of
Indebtedness otherwise permitted hereunder of another Subsidiary that is not a Loan Party; (iii) Indebtedness of a Subsidiary that is not a Loan Party to the Company or any wholly-owned Subsidiary that is a Loan Party to the extent such
Indebtedness is permitted by Section 7.02(c)(vi); and (iv) Indebtedness owed by any Loan Party to any Subsidiary that is not a Loan Party (provided that such Indebtedness shall be subordinated to the Obligations in a manner
reasonably satisfactory to the Administrative Agent); 
 (d) obligations (contingent or otherwise) of the Company 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) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness, at any one time outstanding, when added to the aggregate amount of all outstanding Indebtedness permitted
under Section 7.03(f) below, shall not exceed $10,000,000; 
 (f) Indebtedness incurred in connection with Permitted
Acquisitions (including existing Indebtedness of a Person acquired in connection with a Permitted Acquisition provided such Indebtedness was not incurred in anticipation of such Acquisition); provided, however, that the aggregate
amount of all such Indebtedness, at any one time outstanding, when added to the aggregate amount of all outstanding Indebtedness permitted under Section 7.03(e) above, shall not exceed $10,000,000; 

  
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 (g) (i) the ATA Beheer Earn-Outs and (ii) other “earn-out” and similar payments
and obligations to make customary purchase price adjustments for working capital, indemnities and the like in connection with Acquisitions permitted hereby; 

(h) Indebtedness of Foreign Subsidiaries and Guarantees by the Company thereof; provided, however, that the aggregate amount of
all such Indebtedness, at any one time outstanding, shall not exceed $20,000,000; and 
 (i) other Indebtedness in an aggregate principal
amount not to exceed $10,000,000 at any time outstanding. 
 To the extent that the creation, incurrence or assumption of any Indebtedness
could be attributable to more than one subsection of this Section 7.03, the Company may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be
attributable to more than one item. 
 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, except that, so long as no Event of Default exists or would
result therefrom: 
 (a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing
or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary that is not a Loan Party, the Subsidiary that is a Loan Party shall be the
continuing or surviving Person; and 
 (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must either be the Company or another Loan Party. 

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

(a) Dispositions of obsolete or worn out equipment, 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 Company or to a wholly-owned Subsidiary; provided that if the transferor of such
property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; 

  
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 (e) Dispositions permitted by Section 7.04; 

(f) Dispositions of accounts receivable that are at least 180 days past due or are owing from obligors that are the subject of proceedings of
the types described in Section 8.01(f); and 
 (g) Dispositions by the Company and its Subsidiaries not otherwise permitted
under this Section 7.05; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance
on this clause (g) while this Agreement is in effect shall not exceed $35,000,000; 
 provided, however, that any Disposition
pursuant to clauses (a) through (g) above shall be for fair market value and, in the case of Dispositions pursuant to clause (g) above, shall be for at least 75% cash consideration. 

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: 
 (a) each Subsidiary may make Restricted Payments to the Company, the Subsidiary 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 Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person; 
 (c) the Company 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; and 

(d) so long as no Event of Default exists or would result therefrom (in the case of the Consolidated Fixed Charge Coverage Ratio calculated on
a pro forma basis as if such Restricted Payment occurred on the last day of the four fiscal quarter period most recently ended for which financial information is available), the Company may declare and pay cash dividends and distributions to the
holders of its Equity Interests. 
 7.07 Change in Nature of Business. Engage in any material line of business substantially
different from those lines of business conducted by the Company and its Subsidiaries on the date hereof (after giving effect to the Closing Date Acquisition) or any business substantially related or incidental thereto. 

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

  
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apply to transactions between or among the Company and any Subsidiary Guarantor or Designated Borrower or between and among any Designated Borrowers or Subsidiary Guarantors. 

7.09 Burdensome Agreements. After the date hereof, enter into any Contractual Obligation (other than this Agreement or any other Loan
Document) that (a) limits the ability (i) of any Subsidiary (other than an Excluded Subsidiary) to make Restricted Payments to the Company or any Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary
Guarantor, (ii) of any Subsidiary (other than an Excluded Subsidiary) to Guarantee the Indebtedness of the Company or (iii) of the Company or any Subsidiary (other than an Excluded 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 permitted under Section 7.03(e)
solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; 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. 

(a) 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. 

(b) 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 a Lender, the Arranger, the Administrative Agent, the L/C Issuers, the Swing Line Lender, or
otherwise) of Sanctions. 
 (c) 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, and other similar anti-corruption legislation in other jurisdictions. 

7.11 Financial Covenants. 

(a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any period of four
consecutive fiscal quarters of the Company to be less than 1.25 to 1.00. 
 (b) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period: 

  
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	 Period
	  	Consolidated Leverage Ratio
	 Closing Date through June 29, 2016
	  	3.75 to 1.00
	 June 30, 2016 through December 31, 2016
	  	3.50 to 1.00
	 January 1, 2017 through September 30, 2017
	  	3.25 to 1.00
	 October 1, 2017 and thereafter
	  	3.00 to 1.00

 7.12 Amendment or Modification of Organization Documents. Amend any of its Organization Documents in
any manner that is material and adverse to the interests of any Secured Party. 
 7.13 Accounting Changes. Make any material
change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year, except that any Subsidiary can conform its fiscal year to that of the Company. 

7.14 Amendment, Etc. of Closing Date Acquisition Documents. Amend, modify or change in any manner any term or condition of any Closing
Date Acquisition Document or give any consent, waiver or approval thereunder, in either case, to the extent such amendment, modification, change, consent, waiver or approval is material and adverse to the interests of the Lenders, as reasonably
determined by the Administrative Agent, without the prior written consent of the Administrative Agent. 
 7.15 Interest Rate
Protection. Within 120 days after the Closing Date, fail to enter into, and thereafter maintain, Swap Contracts with Persons reasonably acceptable to Administrative Agent and the Arranger, the effect of which is fix or limit the interest cost to
the Borrower with respect to at least thirty-three percent (33%) of the Outstanding Amount of the Term Loan Facility. 
 7.16
Post-Closing Action. Fail to deliver to the Administrative Agent within thirty (30) days following the Closing Date (or such longer period as the Administrative Agent may permit in its sole discretion), a Mortgage granting a Lien to the
Administrative Agent for the benefit of the Secured Parties in the property located at 5450 Dakota Lane, Denton, TX 76207, and any Mortgaged Property Support Documents in connection therewith. 

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 Company 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 any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five
Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

  
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 (b) Specific Covenants. The Company fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01, 6.02, 6.03, 6.05(a) (in the case of any Borrower only), 6.11, or 6.12 or Article VII, or any Subsidiary Guarantor fails to perform or observe any term,
covenant or agreement contained in the Subsidiary Guaranty to which it is a party; 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 (i) 5 Business Days,
in the case of any covenant or agreement contained in Section 6.05 or 6.10 or (ii) 30 days, in all other cases; or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of the Company 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 when made or deemed made; or 

(e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise but taking into account any applicable period of grace) 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 the Threshold Amount, or (B) fails to observe or perform (after
taking into account any applicable period of grace) 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 Company 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 Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. The Company or any Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator, 

  
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liquidator, rehabilitator 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 Company or any Subsidiary becomes unable
or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any
such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 
 (h) Judgments. There is
entered against the Company or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (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) 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 Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or
(ii) the Company 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 the Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party 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; or 
 (k) Change of Control. There occurs any Change of Control; or 

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for
any reason (other than pursuant to the terms thereof) cease to create a valid Lien on the Collateral purported to be covered thereby. 

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

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

 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including
fees, charges and disbursements of counsel to the Administrative Agent (to the extent required to be paid or reimbursed hereunder) 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 arising under the Loan Documents constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (to the extent required to be paid or
reimbursed hereunder) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

  
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 Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third
payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings
and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this
clause Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.03 and 2.16; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by
Law; 
 provided that Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its
assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 

Subject to Section 2.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth above. 
 Notwithstanding the foregoing, Obligations arising under Secured Cash
Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent
may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be
deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party to this Agreement. 

ARTICLE IX. 

ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. 

(a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers
hereby irrevocably appoints Bank of 

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

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and each L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and
Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrowers 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; 

  
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 (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 any of the Borrowers or any of their respective Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 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 Company, a Lender or an L/C Issuer. 

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

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, 

  
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extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Company), 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. 
 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 IX shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or
misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents. 
 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, 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 and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on
the Resignation Effective Date. With effect from the Resignation Effective Date, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of
any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each L/C Issuer 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) Administrative Agent (other than as provided in
Section 3.01(g) and other 

  
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than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), and the retiring 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 Company to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s resignation 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 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
Administrative Agent was acting as Administrative Agent. 
 Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as an L/C Issuer and the Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Revolving Credit (USD) Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Credit (USD) Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 

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

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the arranger(s), bookrunner(s), syndication
agent(s) or documentation agent(s) listed on the cover 

  
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page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender
or an L/C Issuer hereunder. 
 9.09 Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any 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, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under
Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer 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 and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 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 or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding. 

The Loan Parties and the Secured Parties hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required
Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code of the United
States, including under Section 363 of the Bankruptcy Code of the United States or any similar Laws in any other jurisdictions to which a Loan Party is subject, or (b) credit bid and in such manner purchase (either directly or through one
or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with
applicable Law. In connection with any such credit bid and purchase, the 

  
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Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated
for such purpose if the fixing or liquidation thereof would not unduly delay the ability of the Administrative Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without
unduly delaying the ability of the Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties
whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in
the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above and otherwise expressly provided for herein or in the other Collateral Documents, the Administrative Agent will not
execute and deliver a release of any Lien on any Collateral. Upon request by the Administrative Agent or the Company at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release any such Liens on
particular types or items of Collateral pursuant to this Section 9.09. 
 9.10 Collateral and Guaranty Matters. Each of
the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and each L/C Issuer irrevocably authorize the Administrative Agent at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which
arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements with respect
thereto reasonably satisfactory to the Administrative Agent and each L/C Issuer shall have been made), (ii) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other
Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; 

(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien
on such property that is permitted by Section 7.01(i); and 
 (c) to release any Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party pursuant to this Section 9.10. 

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

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

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 Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required
Lenders (or the Administrative Agent acting with the authorization of the Required Lenders) and the Company 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(a) without the written consent of each Lender; 

(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit
Extension under a particular Facility without the written consent of the Required Revolving Credit (USD) Lenders, Required Revolving Credit (MC) Lenders) or the Required Term Loan Lenders, as the case may be; 

(c) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender; 

  
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 (d) 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; 

(e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.01) any interest, 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 (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend
any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 

(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or the order of application
of payments required thereby without the written consent of each Lender adversely and directly affected thereby; 
 (g) change
Section 2.05 in a manner that would alter the order of application of any prepayments of Term Loans without the written consent of each Term Loan Lender; 

(h) change (i) 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 (other than as provided in subclause (ii) of this clause (h)), without
the written consent of each Lender or (ii) the definition of “Required Facility Lenders” as it relates to a Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender under
such Facility; 
 (i) amend Section 1.09 of the definition of “Alternative Currency”, in either case, as it relates to
the Revolving Credit (MC) Facility, without the written consent of each Revolving Credit (MC) Lender; 
 (j) release all or substantially
all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; 
 (k) release
(i) the Company from the Company Guaranty without the written consent of each Lender, or (ii) all or substantially all of the value of the Subsidiary Guaranties without the written consent of each Lender, except to the extent the release
of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); 

(l) amend Section 2.14(d) as it relates to the termination of a Designated Borrower’s status as such under a particular
Facility, without the written consent of each Lender under such Facility; or 

  
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 (m) impose any greater restriction on the ability of any Lender under a Facility to assign any of
its rights or obligations hereunder without the written consent of the Required Facility Lenders under such Facility; 
 and, provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by such L/C Issuer in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it (including, without limitation, any amendment, waiver or consent that would change Section 1.09 or the definition of Alternative Currency, in either case, as it relates to the
Revolving Credit (USD) Facility); (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; and (iv) the Fee Letters 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 or all Lenders or each affected Lender under a Facility
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) no Commitment of any Defaulting Lender may 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 or all Lenders or each affected Lender under a Facility that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders
shall require the consent of such Defaulting Lender. 
 10.02 Notices; Effectiveness; Electronic Communication. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
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 Company, the Administrative Agent or Bank of America, in its capacity as an L/C Issuer or the Swing Line Lender,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii) if to any other Lender or L/C Issuer, to the address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material
non-public information relating to the Company). 

  
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 Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as
provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the L/C
Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, the Swing Line Lender, any L/C Issuer or the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice,
email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any other Loan Party, any Lender, any L/C Issuer or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any other Loan Party’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. 

  
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 (d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C
Issuers and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for
notices and other communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or
state securities laws. 
 (e) Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers
and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any 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 Company shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, liabilities and reasonable and documented out-of-pocket expenses resulting from the reliance by such
Person on each notice purportedly given by or on behalf of any 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, any L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.  
 Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan 

  
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Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained
exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; 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 L/C Issuer or the Swing Line Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Company 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, disbursements and other charges of one counsel for the Administrative Agent and the Arranger, taken as a whole, and, if reasonably necessary, of one local counsel
and one regulatory counsel in any relevant jurisdiction for the Administrative Agent and the Arranger, taken as a whole), 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),
(ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented
out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Lenders and the L/C Issuers, taken as a whole,
and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent, the Lenders and each L/C Issuer, taken as a whole, and, solely in the case of a conflict of
interest, one additional counsel to all such affected Persons similarly situated, taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit. 

  
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 (b) Indemnification by the Company. The Company shall indemnify the Administrative Agent
(and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Indemnitees, taken as a whole, and, if reasonably necessary, of one local
counsel and one applicable regulatory counsel in each relevant jurisdiction to all such Indemnitees, taken as a whole, and, solely in the case of a conflict of interest, one additional counsel to all affected Indemnitees similarly situated, taken as
a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any 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 (including in respect of any matters addressed in Section 3.01),
(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to any 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 Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Company 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 Company 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. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect
to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 
 (c) Reimbursement by
Lenders. To the extent that the Company 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), any
L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may
be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including
any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of 

  
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the time that the applicable unreimbursed expense or indemnity payment is sought), 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), such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no
Borrower shall assert, and each Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(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, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

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

  
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 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 no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of 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, the L/C Issuers 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(s) and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility
and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds 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 applicable Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case
of any assignment in respect of the Revolving Credit (USD) Facility, or 

  
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$1,000,000, in the case of any assignment in respect of the Term Loan Facility or the Revolving Credit (MC) Facility, unless each of the Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the Company 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, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans. 
 (iii) Required Consents. No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Company (such consent not
to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of (i) any unfunded Term Loan Commitment, any Revolving Credit (USD) Commitment or any Revolving Credit (MC) Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable
Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of each L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving
Credit (USD) Facility. 
 (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 Company or any of the
Company’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or
(C) to a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person). 

  
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 (vi) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the Company 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, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs. 
 (vii) Assignee is not a Competitor. Unless an Event of Default has occurred and is continuing (in which
case this clause (vii) shall not apply to such assignment), each assignee represents and warrants to the Company that such assignee is not a Competitor. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 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, each 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. 

  
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 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by each of the Borrowers 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, any 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 primary benefit of a natural Person, a Defaulting Lender or the Company or any of the Company’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment(s) and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers 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. Each 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 subsection (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 subsection (b) of this Section and (B) shall not be entitled to receive any greater
payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the
Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted 

  
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by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to
Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, 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. 

(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(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 (f) Resignation as
an L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, (i) if at any time Bank of America assigns all of its Revolving Credit (USD) Commitment and Revolving Credit (USD) Loans
pursuant to subsection (b) above, Bank of America may, (A) upon 30 days’ notice to the Company and the Revolving Credit (USD) Lenders, resign as an L/C Issuer and/or (B) upon 30 days’ notice to the Company, resign as
Swing Line Lender, and (ii) if at any time any other Lender acting as an L/C Issuer assigns all of its Revolving Credit (USD) Commitment and Revolving Credit (USD) Loans pursuant to subsection (b) above, such Lender may, upon 30
days’ notice to the Company and the Revolving Credit (USD) Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as an L/C Issuer or Swing Line Lender, as the case may be, or
any other Lender as an L/C Issuer. If Bank of America or any other Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding and issued
by it as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Credit (USD) Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders to make Base Rate 

  
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Revolving Credit (USD) Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America or such other retiring L/C Issuer, as the case may be, to effectively
assume the obligations of Bank of America or such other retiring L/C Issuer, as the case may be, with respect to such Letters of Credit issued by it. 

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible
Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Borrower
and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company 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 Company 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, any L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers
to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. 

For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the
Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any
Subsidiary, provided that, in the case of information received from the Company 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 

  
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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, the Lenders and the L/C Issuers acknowledge
that (a) the Information may include material non-public information concerning the Company 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, each L/C Issuer 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, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such
Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer or such Affiliate shall have made any
demand under this Agreement or any other Loan Document and although such obligations of such Borrower are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or
obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers 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, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender
and each L/C Issuer agrees to notify the Company 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 Company. 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. 

  
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 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 facsimile or other electronic imaging means (e.g., “pdf” or
“tif”) 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 or any Letter of Credit shall remain outstanding. 

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, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited. 
 10.13 Replacement of Lenders. If the Company 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 Company 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 

  
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to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that: 
 (a) the Company shall have paid (or caused a Designated
Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b); 
 (b) such Lender shall
have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated 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. 
 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 Company to require such assignment and delegation cease to apply. 

10.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. EXCEPT TO THE
EXTENT MANDATED BY APPLICABLE LAW OR RULES OF PROCEDURE, EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR
IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM
OTHER THAN 

  
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THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF
VENUE. EACH PARTY HERETO 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 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. 

  
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 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), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand,
and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such 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, the Arranger and the Lenders 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 such Borrower or any of its Affiliates or any other Person and
(B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to such 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 Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its
Affiliates, and neither the Administrative Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to any Borrower or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers
hereby waives and releases any claims that it may have against the Administrative Agent, the 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 Electronic Execution of Assignments and Certain Other Documents. The words “execute,”
“execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic
platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, any L/C Issuer nor any Lender is under any obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, such L/C Issuer or such Lender pursuant to procedures approved by it and provided further without limiting
the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. 

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

10.19 Keepwell. The Company hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to
each Subsidiary Guarantor as may be needed by such Subsidiary Guarantor from time to time to honor all of its obligations under the Subsidiary Guaranty to which it is a party and the other Loan Documents to which it is a party in respect of Swap
Obligations that would, in absence of the agreement in this Section 10.19, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering
the Company’s obligations and undertakings under this Section 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of the
Company under this Section 10.19 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. The Company intends this Section 10.19 to constitute, and this
Section 10.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Subsidiary Guarantor for all purposes of the Commodity Exchange Act. 

10.20 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any
other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent, any Lender or any L/C Issuer hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such
Lender or such L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to
the Administrative Agent, any Lender or any L/C Issuer from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such


  
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Lender or such L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any
Lender or any L/C Issuer in such currency, the Administrative Agent, such Lender or such L/C Issuer, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable
law). 
 10.21 Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit
Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit
Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and
restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the
corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any
Loans funded on the Closing Date, reflect the respective Applicable Percentages of the Lenders hereunder and the Borrowers agree to pay any amounts required pursuant to Section 3.05 in connection with such transfers as if all Loans under
the Existing Credit Agreement were repaid on the Closing Date, to the extent not waived by the applicable Lenders. 
 [Signature pages
follow.] 

  
 151 








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

			
	CECO ENVIRONMENTAL CORP.
		
	By:	 	 /s/ Edward J. Prajzner

	Name:	 	Edward J. Prajzner
	Title:	 	Chief Financial Officer


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Anthony W. Kell

	Name:	 	Anthony W. Kell
	Title:	 	Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	BANK OF AMERICA, N.A., as a Lender, an L/C
Issuer and Swing Line Lender
		
	By:	 	 /s/ Joseph R. Jackson

	Name:	 	Joseph R. Jackson
	Title:	 	 Vice President



 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	CITIZENS BANK OF PENNSYLVANIA
		
	By:	 	 /s/ Dale R. Carr

	Name:	 	Dale R. Carr
	Title:	 	Senior Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Richard B. Wertz

	Name:	 	Richard B. Wertz
	Title:	 	Executive Director


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	FIFTH THIRD BANK, as a Lender and an L/C
Issuer
		
	By:	 	 /s/ Nick Jevic

	Name:	 	Nick Jevic
	Title:	 	Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	TD BANK, N.A.
		
	By:	 	 /s/ Susan Schwartz

	Name:	 	Susan Schwartz
	Title:	 	Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Gregory Buchanan

	Name:	 	Gregory Buchanan
	Title:	 	Senior Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	CITIBANK, N.A., as a Lender and an L/C Issuer
		
	By:	 	 /s/ John Torres

	Name:	 	John Torres
	Title:	 	Senior Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 
			
	ASSOCIATED BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Erik Zimmerman

	Name:	 	Erik Zimmerman
	Title:	 	Senior Vice President


 CECO Environmental Corp. 

Amended and Restated Credit Agreement 

Signature Page 







 SCHEDULE 1.01A 

CLOSING DATE MORTGAGED PROPERTY 
  

			
	 Property Owner

(after giving effect to the Closing Date Acquisition)
	  	 Address

		
	Met-Pro Technologies LLC	  	 1550 Industrial Drive

Owosso, MI 48867

		
	Met-Pro Technologies LLC	  	 6040 Guion Road

Indianapolis, IN 46254

		
	Met-Pro Technologies LLC	  	 700 Emlen Way

Telford, Pennsylvania 18969



  
 S-1 








 SCHEDULE 1.01B 

EXISTING LETTERS OF CREDIT 
  

															
	 Issuer
	  	 Letter of Credit No.
	  	 Beneficiary
	  	 Amount
	 	  	 Date
Issued
	  	 Expiration

Date
	  	 Currency

	 Bank of America, N.A.
	  	S501818	  	ALSTOM POWER INC.	  	 	77,480.00	  	  	8/27/13	  	5/31/16	  	USD
	 Bank of America, N.A.
	  	S503099	  	TECNIMONT S.P.A	  	 	39,820.00	  	  	8/27/13	  	5/30/16	  	USD
	 Bank of America, N.A.
	  	S503523	  	CMP ARLES	  	 	69,745.00	  	  	9/9/13	  	6/30/16	  	USD
	 Bank of America, N.A.
	  	S503627	  	BABCOCK 7 WILCOX POW	  	 	32,025.00	  	  	9/12/13	  	12/14/17	  	USD
	 Bank of America, N.A.
	  	S500548	  	ALSTROM NORWAY	  	 	98,000.00	  	  	8/27/13	  	5/31/16	  	USD
	 Bank of America, N.A.
	  	S502651-FX	  	SLOVENSKE ENERGETICK	  	 	20,053.50	  	  	10/1/13	  	6/18/16	  	EUR
	 Bank of America, N.A.
	  	S503763	  	TECHNIP DE MEXICO	  	 	65,152.50	  	  	10/30/13	  	4/12/16	  	USD
	 Bank of America, N.A.
	  	S503787	  	RILEY POWER INC	  	 	30,921.00	  	  	11/5/13	  	5/1/16	  	USD
	 Bank of America, N.A.
	  	S504431	  	CMMERZBANK AG AMSTE	  	 	30,699.80	  	  	5/20/14	  	1/31/18	  	USD
	 Bank of America, N.A.
	  	S504482	  	BABCOCK AND WILCOX P	  	 	123,800.06	  	  	6/4/14	  	8/19/16	  	USD
	 Bank of America, N.A.
	  	S504488	  	ALSTOM ENVIRONMENTAL	  	 	46,912.00	  	  	6/6/14	  	6/30/18	  	USD
	 Bank of America, N.A.
	  	T00000068104476	  	DAELIM INDUSTRIAL CO	  	 	16,794.00	  	  	6/26/14	  	4/30/17	  	USD
	 Bank of America, N.A.
	  	T00000068105100	  	ADVATECH LLC	  	 	79,465.00	  	  	7/23/14	  	12/2/16	  	USD
	 Bank of America, N.A.
	  	T00000068104475	  	INDUSTRIAL COML BK C	  	 	137,500.00	  	  	7/28/14	  	1/10/18	  	USD
	 Bank of America, N.A.
	  	T00000068106084	  	BOUSTEAD INTERNATION	  	 	8,849.00	  	  	9/16/14	  	5/31/17	  	USD
	 Bank of America, N.A.
	  	T00000068106843	  	EAST KENTUCKY POWER	  	 	37,977.50	  	  	9/26/14	  	4/30/17	  	USD
	 Bank of America, N.A.
	  	T00000068107522	  	M&T BANK	  	 	2,000,000.00	  	  	10/31/14	  	4/30/16	  	USD
	 Bank of America, N.A.
	  	T00000068107638	  	COMMERZBANK	  	 	390,213.66	  	  	11/19/14	  	1/29/16	  	EUR
	 Bank of America, N.A.
	  	T00000068107637	  	INTESA SANPAOLO	  	 	160,612.06	  	  	12/11/14	  	12/15/16	  	EUR
	 Bank of America, N.A.
	  	T00000068108904	  	MIRO MINERALOELRAFFI	  	 	56,243.69	  	  	1/21/15	  	12/16/16	  	EUR
	 Bank of America, N.A.
	  	T00000068109210	  	GAMMA TECH FZE	  	 	43,077.45	  	  	1/21/15	  	8/31/16	  	EUR
	 Bank of America, N.A.
	  	T00000068109440	  	DANSKE BANK	  	 	87,447.22	  	  	2/9/15	  	7/29/16	  	EUR
	 Bank of America, N.A.
	  	T00000068109211	  	GR ENGINEERING PRIVA	  	 	256,449.69	  	  	2/11/15	  	1/31/17	  	CAD
	 Bank of America, N.A.
	  	T00000068109212	  	GR ENGINEERING PRIVA	  	 	342,389.18	  	  	2/11/15	  	1/31/17	  	CAD
	 Bank of America, N.A.
	  	T00000068110257	  	GR ENGINEERING PRIVA	  	 	26,913.76	  	  	2/23/15	  	1/31/17	  	CAD
	 Bank of America, N.A.
	  	T000000681110268	  	PHILLIPS 66 LTD.	  	 	103,131.97	  	  	3/17/15	  	2/28/17	  	EUR
	 Bank of America, N.A.
	  	S505406	  	RELIANCE INDUSTRIES	  	 	12,017.50	  	  	3/17/15	  	8/30/15	  	USD
	 Bank of America, N.A.
	  	T00000068109814	  	BANCO BILBAO VIZCAYA	  	 	391,260.10	  	  	3/20/15	  	12/30/15	  	USD
	 Bank of America, N.A.
	  	T00000068109815	  	BANCO BILBAO VIZCAYA	  	 	71,138.20	  	  	3/20/15	  	12/30/15	  	USD
	 Bank of America, N.A.
	  	T00000068110865	  	PHILLIPS 66 LTD.	  	 	81,706.76	  	  	4/2/15	  	2/28/17	  	CAD
	 Bank of America, N.A.
	  	T00000068110844	  	BANK OF AMERICA	  	 	167,521.58	  	  	4/3/15	  	3/28/18	  	EUR
	 Bank of America, N.A.
	  	T00000068111187	  	SOLVAY INDUPA S.A.I.	  	 	32,355.03	  	  	4/15/15	  	6/30/16	  	EUR
	 Bank of America, N.A.
	  	T00000068111186	  	DEUTSCHE BANK	  	 	2,995,110.00	  	  	4/17/15	  	3/29/16	  	USD
	 Bank of America, N.A.
	  	T00000068110866	  	HEURTEY PETROCHEM S.	  	 	23,905.22	  	  	5/11/15	  	11/13/17	  	EUR
	 Bank of America, N.A.
	  	T00000068111572	  	SEWON CELLONTECH	  	 	12,470.00	  	  	5/11/15	  	8/31/15	  	USD
	 Bank of America, N.A.
	  	T00000068111874	  	BANCA POPOLARE DI AN	  	 	148,561.98	  	  	5/20/15	  	10/29/15	  	EUR
	 Bank of America, N.A.
	  	T00000068113489	  	HONG KONG SHANGHAI B	  	 	4,824.00	  	  	7/29/15	  	7/22/16	  	USD
	 Bank of America, N.A.
	  	T00000068113443	  	EAST KENTUCKY POWER	  	 	14,401.50	  	  	8/4/15	  	4/30/17	  	USD
	 Bank of America, N.A.
	  	T00000068113441	  	THE BABCOCK & WILCOX	  	 	300,000.00	  	  	8/13/15	  	3/31/18	  	USD
	 Bank of America, N.A.
	  	T00000068113442	  	THE BABCOCK & WILCOX	  	 	14,175.50	  	  	8/13/15	  	3/31/17	  	USD
	 Bank of America, N.A.
	  	T00000068114109	  	BANK OF AMERICA MERR	  	 	15,665.00	  	  	8/14/15	  	12/30/15	  	USD
	 Citibank, N.A.
	  	63667767	  	SIEMENS ENERGY, INC.	  	 	67,640.00	  	  	4/5/13	  	12/18/15	  	USD
	 Citibank, N.A.
	  	63667765	  	SIEMENS ENERGY INC.	  	 	137,380.00	  	  	4/5/13	  	10/15/15	  	USD
	 Citibank, N.A.
	  	63669503	  	CITIBANK SINGAPORE	  	 	1,000,000.00	  	  	10/31/13	  	8/30/16	  	USD
	 Citibank, N.A.
	  	69600354	  	PCS NITROGEN OHIO, L.P.	  	 	6,172.70	  	  	3/21/14	  	12/2/15	  	USD
	 Citibank, N.A.
	  	69600708	  	CITIBANK KOREA, INC.	  	 	24,170.50	  	  	5/7/14	  	9/30/17	  	USD
	 Citibank, N.A.
	  	69600707	  	LUMMUS TECHNOLOGY	  	 	42,060.00	  	  	5/7/14	  	11/7/15	  	USD
	 Citibank, N.A.
	  	69600797	  	LUMMUS TECHNOLOGY	  	 	19,450.00	  	  	5/20/14	  	12/29/15	  	USD
	 Citibank, N.A.
	  	69601558	  	PCS NITROGEN OHIO, L.P.	  	 	109,921.15	  	  	8/12/14	  	12/4/15	  	USD
	 Citibank, N.A.
	  	69601737	  	LUMMUS TECHNOLOGY	  	 	18,486.50	  	  	9/4/14	  	5/1/16	  	USD
	 Citibank, N.A.
	  	69602027	  	BECHTEL INTERNATIONAL, INC.	  	 	68,337.00	  	  	10/15/14	  	10/16/15	  	USD


  
 S-2 









															
	 Issuer
	  	 Letter of Credit No.
	  	 Beneficiary
	  	 Amount
	 	  	 Date
Issued
	  	 Expiration
Date
	  	 Currency

	 Citibank, N.A.
	  	69603226	  	CITIBANK KOREA INC.	  	 	49,200.00	  	  	2/20/15	  	5/1/16	  	USD
	 Citibank, N.A.
	  	69603350	  	LINDE ENGINEERING NORTH AMERICA	  	 	70,451.30	  	  	3/3/15	  	12/31/15	  	USD
	 Citibank, N.A.
	  	69603930	  	HSBC BANK PLC	  	 	4,500,000.00	  	  	4/20/15	  	4/15/16	  	USD
	 Citibank, N.A.
	  	69604719	  	KIEWIT ENERGY CANADA CORP.	  	 	45,542.50	  	  	7/10/15	  	1/2/16	  	USD
	 Citibank, N.A.
	  	69605119	  	RABOBANK NEDERLAND-UTRECHT	  	 	126,836.00	  	  	8/25/15	  	1/8/16	  	USD
	 Citibank, N.A.
	  	69605154	  	BANCO CITIBANK DE EL SALVADOR, S.A.	  	 	82,090.40	  	  	8/28/15	  	10/31/15	  	USD
	 Citibank, N.A.
	  	69605155	  	BANCO CITIBANK DE EL SALVADOR, S.A.	  	 	41,045.20	  	  	8/28/15	  	10/31/15	  	USD


  
 S-3 








 SCHEDULE 1.01C 

CONSOLIDATED EBITDA ADJUSTMENTS FOR SPECIFIED 2014 ACQUISITIONS AND CLOSING DATE ACQUISITION 

 

																																									
	 Fiscal

Quarter
	  	HEE Acquisition	 	  	SAT Acquisition	 	  	Emtrol Acquisition	 	  	Zhongli Acquisition	 	  	PMFG Acquisition	 
	  	Incremental
EBITDA	 	  	Expected
Savings	 	  	Incremental
EBITDA	 	  	Expected
Savings	 	  	Incremental
EBITDA	 	  	Expected
Savings	 	  	Incremental
EBITDA	 	  	Expected
Savings	 	  	Incremental
EBITDA	 	 	Expected
Savings	 
	 March 31, 2014
	  	$	337,000	  	  	$	0	  	  	$	142,000	  	  	$	0	  	  	$	1,231,000	  	  	$	750,000	  	  	$	875,000	  	  	$	0	  	  	 	—  	  	 	 	—  	  
	 June 30, 2014
	  	$	337,000	  	  	$	0	  	  	$	142,000	  	  	$	0	  	  	$	1,231,000	  	  	$	750,000	  	  	$	875,000	  	  	$	0	  	  	 	—  	  	 	 	—  	  
	 September 30, 2014
	  	$	169,000	  	  	$	0	  	  	$	142,000	  	  	$	0	  	  	$	1,231,000	  	  	$	750,000	  	  	$	875,000	  	  	$	0	  	  	$	2,780,000	  	 	 	—  	  
	 December 31, 2014
	  	$	0	  	  	$	0	  	  	$	0	  	  	$	0	  	  	$	410,000	  	  	$	750,000	  	  	$	875,000	  	  	$	0	  	  	$	1,401,000	  	 	 	*	  
	 March 31, 2015
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	$	851,000	  	 	 	*	  
	 June 30, 2015
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	($	488,000	) 	 	 	*	  
	 September 30, 2015
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 
 
 
 
 
 
 
 
 	To be
calculated
in
accordance
with
Section
1.07 of the
Credit
Agreement	  
  
  
  
  
  
  
  
  	 	 	*	  

  

	*	$10,000,000 in the aggregate of expected savings with respect to the PMFG Acquisition shall be added in calculating Consolidated EBITDA in the first four covenant calculations occurring after the Closing Date.



  
 S-4 








 SCHEDULE 2.01 

COMMITMENTS AND APPLICABLE PERCENTAGES 
  

																									
	 Lender
	  	Revolving
Credit (USD)
Commitment	 	  	Applicable
Percentage
(Revolving
Credit (USD)
Facility)	 	 	Revolving
Credit (MC)
Commitment	 	  	Applicable
Percentage
(Revolving
Credit (MC)
Facility)	 	 	Term Loan
Commitment	 	  	Applicable
Percentage
(Term Loan
Facility)	 
	 Bank of America, N.A.
	  	$	14,520,000.00	  	  	 	24.000000000	% 	 	$	 4,680,000.00	  	  	 	24.000000000	% 	 	$	 40,800,000.00	  	  	 	24.000000000	% 
	 Citizens Bank of Pennsylvania
	  	$	 9,680,000.00	  	  	 	16.000000000	% 	 	$	 3,120,000.00	  	  	 	16.000000000	% 	 	$	 27,200,000.00	  	  	 	16.000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	 9,075,000.00	  	  	 	15.000000000	% 	 	$	 2,925,000.00	  	  	 	15.000000000	% 	 	$	 25,500,000.00	  	  	 	15.000000000	% 
	 Fifth Third Bank
	  	$	 7,260,000.00	  	  	 	12.000000000	% 	 	$	 2,340,000.00	  	  	 	12.000000000	% 	 	$	 20,400,000.00	  	  	 	12.000000000	% 
	 TD Bank, N.A.
	  	$	 6,655,000.00	  	  	 	11.000000000	% 	 	$	 2,145,000.00	  	  	 	11.000000000	% 	 	$	 18,700,000.00	  	  	 	11.000000000	% 
	 PNC Bank, National Association
	  	$	 5,445,000.00	  	  	 	9.000000000	% 	 	$	 1,755,000.00	  	  	 	9.000000000	% 	 	$	 15,300,000.00	  	  	 	9.000000000	% 
	 Citibank, N.A.
	  	$	 4,235,000.00	  	  	 	7.000000000	% 	 	$	 1,365,000.00	  	  	 	7.000000000	% 	 	$	 11,900,000.00	  	  	 	7.000000000	% 
	 Associated Bank National Association
	  	$	 3,630,000.00	  	  	 	6.000000000	% 	 	$	 1,170,000.00	  	  	 	6.000000000	% 	 	$	 10,200,000.00	  	  	 	6.000000000	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	$	60,500,000.00	  	  	 	100.000000000	% 	 	$	19,500,000.00	  	  	 	100.000000000	% 	 	$	170,000,000.00	  	  	 	100.000000000	% 


  
 S-5 








 SCHEDULE 2.07(a) 

TERM LOAN FACILITY AMORTIZATION SCHEDULE 
  

			
	 Last Business Day of
	  	 Principal Payment Amount

	 December 2015
	  	$3,187,500.00
	 March 2016
	  	$3,187,500.00
	 June 2016
	  	$3,187,500.00
	 September 2016
	  	$3,187,500.00
	 December 2016
	  	$3,187,500.00
	 March 2017
	  	$3,187,500.00
	 June 2017
	  	$3,187,500.00
	 September 2017
	  	$3,187,500.00
	 December 2017
	  	$4,250,000.00
	 March 2018
	  	$4,250,000.00
	 June 2018
	  	$4,250,000.00
	 September 2018
	  	$4,250,000.00
	 December 2018
	  	$5,312,500.00
	 March 2019
	  	$5,312,500.00
	 June 2019
	  	$5,312,500.00
	 September 2019
	  	$5,312,500.00
	 December 2019
	  	$5,312,500.00
	 March 2020
	  	$5,312,500.00
	 June 2020
	  	$5,312,500.00
	 Maturity Date
	  	Entire outstanding principal amount of Term Loans


  
 S-6 








 SCHEDULE 5.05(b) 

SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS 

Fees and expenses (including any change in control or severance payments payable) paid in connection with the Closing Date Transaction. 

  
 S-7 








 SCHEDULE 5.12(d) 

PENSION PLANS 
  

	1.	Met-Pro Corporation Amended and Restated Hourly Pension Plan. 

  

	2.	Met-Pro Corporation Amended and Restated Salaried Pension Plan, effective February 1, 2012. 

  

	3.	CECO Profit Sharing and 401(k) Savings Retirement Plan for non-union employees. 

  

	4.	CECO Environmental Corp. 1997 Stock Option Plan and Amendment. 

  

	5.	Executive Incentive Compensation / Bonus Plan (Amended and Restated 2006 Executive Incentive Compensation Plan). 

  

	6.	CECO Environmental Corp. 2007 Equity Incentive Plan, as amended. 

  

	7.	First Amendment to CECO Environmental Corp. 2007 equity Incentive Plan. 

  

	8.	CECO Environmental Corp. Employee Stock Purchase Plan. 

  

	9.	Kirk and Blum Manufacturing Company Sheet Metal Workers Local Union 183 Pension Plan. 

  

	10.	Kirk and Blum Manufacturing Company Post-Retirement Medical Plan (for employee retired prior to January 1, 1990). 

  

	11.	CECO Environmental Corp. or its Subsidiaries contribute to, or have contributed to, multiemployer plans with respect to the following union locals: 


 

	 	a.	Union #110 

  

	 	b.	Union #177 

  

	 	c.	Union #214 

  

	 	d.	Union #214B 

  

	 	e.	Union #312 

  

	 	f.	Union #05CH 

  

	 	g.	Union #05NC 

  

	 	h.	Union #20IN 

  

	 	i.	Union #24CN 

  

	 	j.	Union #36LR 

  

	 	k.	Union #100B 

  

	 	l.	Union #PF572 


  
 S-8 









	 	m.	Union #PF619 

  

	12.	Effective as of March 31, 2012, Kirk & Blum Manufacturing Company terminated the Kirk & Blum Manufacturing Company Sheet Metal Workers Local Union No. 433 401(k) Plan. 


 

	13.	The PBGC has notified CECO Environmental Corp. that it is assessing whether an ERISA Section 4062(e) event has occurred with respect to the Kirk and Blum Manufacturing Company Sheet Metal Workers Local Union 183
Pension Plan. 

  

	14.	The following Employee Plans promise or provide retiree medical or other retiree welfare benefits: 

  

	 	a.	Kirk and Blum Manufacturing Company Sheet Metal Workers Local Union 183 Pension Plan. 

  

	 	b.	Kirk and Blum Manufacturing Company Post-Retirement Medical Plan (for employees retired prior to January 1, 1990). 

  

	15.	With respect to employees of Flextor, Inc. (“Flextor”) located in Canada, Flextor makes required contributions to government-sponsored/maintained plans. In addition, Felxtor provides health and dental
benefits to its employees through arrangements with Groupe Financier AGA Intrust Manulife. 

  

	16.	With respect to employees of Aarding Thermal Acoustics B.V. (“Aarding”) located in The Netherlands, Aarding makes required contributions to government-sponsored/maintained plans. 


 

	17.	With respect to employees of PMC or its subsidiaries and affiliates located in the United Kingdom, Germany, Singapore, and China, PMC makes required contributions to government-sponsored/maintained plans.


  

	18.	PMC Retirement Savings Plan and Trust, Plan # 002 


  
 S-9 








 SCHEDULE 5.13 

SUBSIDIARIES; EQUITY INVESTMENTS; LOAN PARTIES 

Part (a).            Subsidiaries. 

 

							
	 Name
	  	 State or Country
of Formation
	  	 Subsidiary of
	  	 % of Ownership

	 CECO Group, Inc.
	  	Delaware	  	CECO Environmental Corp.	  	100%
	 CECO Abatement Systems, Inc.
	  	Delaware	  	CECO Group, Inc.	  	100%
	 GMD Environmental Technologies, Inc.
	  	Delaware	  	CECO Group, Inc	  	100%
	 The Kirk & Blum Manufacturing Company
	  	Ohio	  	CECO Group, Inc.	  	100%
	 KBD/Technic, Inc.
	  	Indiana	  	CECO Group Inc.	  	100%
	 Effox Inc.
	  	Delaware	  	CECO Group, Inc.	  	100%
	 CECOaire, Inc.
	  	Delaware	  	CECO Group, Inc.	  	100%
	 Adwest Technologies, Inc.
	  	California	  	CECO Group, Inc.	  	100%
	 CECO Filters, Inc.
	  	Delaware	  	CECO Group, Inc.	  	99%
	 CECO India Private Limited
	  	India	  	CECO Filters, Inc	  	100%
	 New Busch Co., Inc.
	  	Delaware	  	CECO Filters, Inc.	  	100%
	 H.M. White, Inc.
	  	Delaware	  	CECO Group Inc.	  	100%
	 CECO Mexico Holdings LLC
	  	Delaware	  	CECO Group Inc.	  	100%
	 CECO Environmental Mexico S. de R.L. de C.V.
	  	Mexico	  	H.M. White, Inc. ECO Mexico Holdings LLC	  	 > 99% H.M. White, Inc.
 < 1% CECO Mexico
Holdings LLC

	 CECO Environmental Services S. de R.L. de C.V.
	  	Mexico	  	 H.M. White, Inc.
 CECO Mexico Holdings
LLC
	  	 > 99% H.M. White, Inc.
 < 1% CECO Mexico
Holdings LLC

	 Fisher-Klosterman, Inc.
	  	Delaware	  	CECO Group, Inc.	  	100%
	 FKI, LLC
	  	Delaware	  	Fisher-Klosterman, Inc.	  	100%
	 CECO Environmental (Shanghai) Co., Ltd.
	  	China	  	Fisher-Klosterman, Inc.	  	100%
	 AVC, Inc.
	  	Delaware	  	Fisher-Klosterman, Inc.	  	100%
	 Fisher-Klosterman-Buell Shanghai Co. Ltd.
	  	China	  	Fisher-Klosterman, Inc.	  	100%
	 Emtrol LLC
	  	New York	  	Fisher-Klosterman, Inc.	  	100%
	 Emtrol Ltd.
	  	Ontario,
Canada	  	Emtrol LLC	  	100%
	 SAT Technology, Inc.
	  	Delaware	  	Fisher-Klosterman, Inc.	  	100%
	 SAT Technology, Inc.
	  	China	  	SAT Technology, Inc. (DE)	  	100%
	 Flextor Inc.
	  	Quebec, Canada	  	CECO Environmental Corp.	  	100%
	 Flextor Chile S.A.
	  	Chile	  	Flextor Inc.	  	100%


  
 S-10 









							
	 Name
	  	 State or Country of
Formation
	  	 Subsidiary of
	  	 % of Ownership

	 Flextor do Brasil Importacao e Exportacao Ltda.
	  	Brazil	  	Flextor Inc.	  	100%
	 CECO Group Global Holdings LLC
	  	Delaware	  	CECO Environmental Corp.	  	100%
	 CECO Environmental Netherlands B.V.
	  	Netherlands	  	CECO Group Global Holdings LLC	  	100%
	 ATA Beheer B.V.
	  	Netherlands	  	CECO Environmental Netherlands B.V.	  	100%
	 Aarding Thermal Acoustics B.V.
	  	Netherlands	  	ATA Beheer B.V.	  	100%
	 Aarding Thermal Acoustics USA Inc.
	  	Delaware	  	CECO Group, Inc.	  	100%.
	 Aarding do Brasil Fornecimento de Produtos Termo Acusticos Equipamentos Ltda
	  	Brasil	  	 ATA Beheer B.V.
 Aarding Thermal Acoustics
B.V.
	  	 99.99% ATA Beheer B.V.
 0.01% Aarding Thermal
Acoustics B.V.

	 Met-Pro Technologies LLC (f/k/a Mustang Acquisition II LLC)
	  	Delaware	  	CECO Environmental Corp.	  	100%
	 Met-Pro Chemicals Inc.
	  	Delaware	  	Met-Pro Technologies LLC	  	100%
	 Strobic Air Corporation
	  	Delaware	  	Met-Pro Technologies LLC	  	100%
	 MPC Inc.
	  	Delaware	  	Met-Pro Technologies LLC	  	100%
	 Met-Pro Industrial Services, Inc.
	  	Pennsylvania	  	Met-Pro Technologies LLC	  	100%
	 Bio-Reaction Industries Inc.
	  	Delaware	  	Met-Pro Technologies LLC	  	100%
	 Met-Pro Product Recovery/Pollution Control Technologies Inc.
	  	Canada	  	Met-Pro Technologies LLC	  	100%
	 Mefiag B.V.
	  	Netherlands	  	Met-Pro Technologies LLC	  	100%
	 Met-Pro (Hong Kong) Company Limited
	  	Hong Kong	  	Met-Pro Technologies LLC	  	100%
	 Met-Pro Holdings LLC
	  	Delaware	  	Met-Pro Technologies LLC	  	100%
	 Met-Pro Chile Limitada
	  	Chile	  	 Met-Pro Technologies LLC
 Met-Pro Holdings
LLC
	  	99% - Met-Pro Technologies LLC 1% - Met-Pro Holdings LLC
	 Mefiag (Guangzhou) Filter Systems Ltd.
	  	Special
Administrative
Region of the
People’s
Republic of
China	  	Met-Pro (Hong Kong) Company Limited	  	100%
	 Jiangyin Zhongli Industrial Technology Co. Ltd.
	  	China	  	Met-Pro (Hong Kong) Company Limited	  	100%
	 Peerless Mfg. Co.
	  	Texas	  	PMFG Acquisition LLC (f/k/a Top Gear Acquisition II LLC)	  	100%
	 Nitram Energy, Inc.
	  	New York	  	PMC	  	100%
	 PMC Acquisition, Inc.
	  	Texas	  	PMC	  	100%
	 Peerless Europe Ltd.
	  	United Kingdom	  	PMC	  	100%


  
 S-11 









							
	 Name
	  	 State or Country of
Formation
	  	 Subsidiary of
	  	 % of Ownership

	 Peerless Manufacturing Canada Ltd.
	  	British Columbia	  	PMC	  	100%
	 Peerless Asia Pacific Pte. Ltd.
	  	Singapore	  	PMC	  	100%
	 Peerless Propulsys China Holdings LLC
	  	Delaware	  	PMC	  	 60%- Peerless Mfg. Co.
 40%- Propulsys,
Inc.

	 Peerless China Manufacturing Co., Ltd.
	  	China	  	Peerless Propulsys China Holdings LLC	  	100%
	 Burgess-Manning, Inc.
	  	Texas	  	Nitram Energy, Inc.	  	100%
	 BurMan Management, Inc.
	  	Texas	  	Nitram Energy, Inc.	  	100%
	 Bos-Hatten, Inc.
	  	New York	  	Nitram Energy, Inc.	  	100%
	 Burgess Manning (India) Private Limited1
	  	India	  	Burgess-Manning, Inc.	  	51%
	 Burgess-Manning GmbH
	  	Germany	  	Peerless Europe Ltd.	  	100%

 Prior to the Closing Date Acquisition, the Company also had the following Subsidiaries: 

 

							
	 Name
	  	 State or Country
of Formation
	  	 Subsidiary of
	  	 % of Ownership

	 Top Gear Acquisition Inc.
	  	Delaware	  	CECO Environmental Corp.	  	100%
	 Top Gear Acquisition II LLC (name to be changed to “PMFG Acquisition LLC” immediately after closing)
	  	Delaware	  	CECO Environmental Corp.	  	100%

 Part (b).            Other Equity Investments. 

Fuel Tech Inc.            50,000 shares 

Part (c).            Loan Parties. 

 

					
	 Name
	  	Jurisdiction of
Organization	  	U.S. taxpayer identification number
	 CECO Environmental Corp.
	  	Delaware	  	13-2566064

  

	1 	In the process of being dissolved 


  
 S-12 









					
	 Name
	  	Jurisdiction of
Organization	  	U.S. taxpayer identification number
	 CECO Group, Inc.
	  	Delaware	  	31-1679799
	 CECO Abatement Systems, Inc.
	  	Delaware	  	36-4445097
	 GMD Environmental Technologies, Inc.
	  	Delaware	  	26-1290976
	 The Kirk & Blum Manufacturing Company
	  	Ohio	  	31-0341570
	 KBD/Technic, Inc.
	  	Indiana	  	31-1246102
	 Effox Inc.
	  	Delaware	  	20-8253585
	 CECOaire, Inc.
	  	Delaware	  	20-2192100
	 Adwest Technologies, Inc.
	  	California	  	33-0345523
	 CECO Filters, Inc.
	  	Delaware	  	23-2399315
	 New Busch Co., Inc.
	  	Delaware	  	23-2918900
	 H.M. White, Inc.
	  	Delaware	  	01-0720084
	 CECO Mexico Holdings LLC
	  	Delaware	  	26-1242052
	 Fisher-Klosterman, Inc.
	  	Delaware	  	26-1564793
	 FKI, LLC
	  	Delaware	  	35-2299704
	 AVC, Inc.
	  	Delaware	  	26-4562479
	 CECO Group Global Holdings LLC
	  	Delaware	  	46-2136381
	 Aarding Thermal Acoustics USA Inc.
	  	Delaware	  	32-0294798
	 Strobic Air Corporation
	  	Delaware	  	23-2857851
	 MPC Inc.
	  	Delaware	  	33-1038149
	 Met-Pro Industrial Services Inc.
	  	Pennsylvania	  	27-0294918
	 Bio-Reaction Industries Inc.
	  	Delaware	  	27-3638451
	 Met-Pro Holdings LLC
	  	Delaware	  	45-2514820
	 Met-Pro Technologies LLC
	  	Delaware	  	46-2630972
	 Emtrol LLC
	  	New York	  	11-3465171
	 SAT Technology, Inc.
	  	Delaware	  	30-0856624
	 Peerless Mfg. Co.
	  	Texas	  	75-0724417
	 Met-Pro Chemicals Inc.
	  	Delaware	  	03-0373683
	 Nitram Energy, Inc.
	  	New York	  	16-1117245
	 PMC Acquisition, Inc.
	  	Texas	  	75-2862839
	 Burgess-Manning, Inc.
	  	Texas	  	75-2322352
	 BurMan Management, Inc.
	  	Texas	  	75-2436011
	 Bos-Hatten, Inc.
	  	New York	  	16-0357060


  
 S-13 








 Prior to the Closing Date Acquisition, the following Subsidiaries will also be Loan Parties: 

 

					
	 Name
	  	Jurisdiction of
Organization	  	U.S. taxpayer identification number
	 Top Gear Acquisition Inc.
	  	Delaware	  	47-4363166
	 Top Gear Acquisition II LLC (name to be changed to “PMFG Acquisition LLC” immediately after closing)
	  	Delaware	  	47-4374225


  
 S-14 








 SCHEDULE 5.21 

COLLECTIVE BARGAINING AGREEMENTS 

AND MULTIEMPLOYER PLANS 
  

	1.	Path Forward Agreement between CECO Environmental Corp. and Sheet Metal Workers International Association, AFL-CIO and the Sheet Metal Workers International Local Union 24 and 83, expires June 20, 2016


  

	2.	Path Forward Agreement between CECO Environmental Corp. and Sheet Metal Workers International Association, AFL-CIO, expires June 20, 2016 (for employees located in Ontario, Canada) 


 

	3.	UAW in Telford, PA. Expires 11/11/2015. 

  

	4.	CECO Environmental Corp. and/or its Subsidiaries are parties to the following union / collective bargaining agreements: 

  

									
	Branch	  	Local #	 	  	Expires	 
	 Cincinnati
	  	 	24	  	  	 	05-31-18	  
	 Indianapolis
	  	 	20	  	  	 	05-31-16	  
	 Lexington/Louisville
	  	 	110	  	  	 	05-31-18	  
	 North Carolina
	  	 	5	  	  	 	05-14-16	  
	 Tennessee
	  	 	177	  	  	 	05-01-18	  
	 Piping
	  	 	572	  	  	 	04-30-17	  
	 Canton
	  	 	214	  	  	 	08-01-16	  
	 Piping
	  	 	619	  	  	 	12-31-15	  

  

	5.	The Kirk & Blum Manufacturing Company is a signatory to Sheet Metal Workers’ International Association.  

  

	6.	In Holland, companies with more than thirty-five (35) employees have an “employees (or workers) council.” The employees of Mefiag B.V. have chosen not be a part of the council for their section. Each
employee in Holland has the right to be a member of the union for which the employees pay a monthly fee. In the past, a few employees of Mefiag B.V. were members of this union. 


 

	7.	Pursuant to applicable law, employees of PMFG in China are represented by collective bargaining associations pursuant to customary contractual arrangements. 


  
 S-15 








 SCHEDULE 7.01 

EXISTING LIENS 
  

	1.	That certain UCC Financing Statement against Met-Pro Corporation in favor of Intellipack, Inc. filed with the Pennsylvania Department of State on May 5, 2008 as File Number 2008050605098, as such UCC Financing
Statement may be amended to modify the name of Met-Pro Corporation to Met-Pro Technologies LLC (f/k/a Mustang Acquisition II LLC and successor to Met-Pro Corporation following the Closing Date Acquisition). 


 

	2.	That certain UCC Financing Statement against Effox Inc. in favor of Orbian Financial Services II, LLC filed with the Delaware Secretary of State on September 13, 2011 as File Number 2011 3513200. 


 

	3.	That certain UCC Financing Statement against New Busch Co., Inc. in favor of Orbian Financial Services II, LLC filed with the Delaware Secretary of State on January 14, 2011 as File Number 2011 0156912.


  

	4.	That certain UCC Financing Statement against The Kirk & Blum Manufacturing Company in favor of Dell Financial Services L.L.C. filed with the Ohio Secretary of State on April 16, 2008 as File Number
OH00125767973. 

  

	5.	That certain UCC Financing Statement against The Kirk & Blum Manufacturing Company in favor of NMHG Financial Services, Inc. filed with the Ohio Secretary of State on October 15, 2008 as File Number
OH00130227057. 

  

	6.	That certain UCC Financing Statement against The Kirk & Blum Manufacturing Company in favor of Orbian Financial Services II, LLC filed with the Ohio Secretary of State on February 3, 2010 as File Number
OH00140111317. 

  

	7.	That certain UCC Financing Statement against PMFG, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the Delaware Secretary of State on September 7, 2012 as File Number 2012 3468313.2 

  

	8.	That certain UCC Financing Statement against Peerless Mfg. Co. in favor of Citibank, N.A. as Administrative Agent filed with the Texas Secretary of State on September 7, 2012 as File Number 12-0028446633.2 

  

	9.	That certain UCC Financing Statement against Nitram Energy, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the New York Secretary of State on September 7, 2012 as File Number 201209076012339. 2 

  

 

	2 	To be released at Closing 


  
 S-16 









	10.	That certain UCC Financing Statement against PMC Acquisition, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the Texas Secretary of State on September 7, 2012 as File Number 12-0028446512. 2 

  

	11.	That certain UCC Financing Statement against Bos-Hatten, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the New York Secretary of State on September 7, 2012 as File Number 201209076012327.2 

  

	12.	That certain UCC Financing Statement against BurMan Management, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the Texas Secretary of State on September 7, 2012 as File Number 12-0028446370.2 

  

	13.	That certain UCC Financing Statement against Burgess-Manning, Inc. in favor of Citibank, N.A. as Administrative Agent filed with the Texas Secretary of State on September 7, 2012 as File Number 12-0028446491.2 

  

	14.	There exist liens on the assets of Peerless Europe Ltd., securing the debt under Item 6 on Schedule 7.03. 

  

	15.	There exist liens on the assets of Burgess-Manning GmbH, securing the debt under Item 7 of Schedule 7.03. 


  
 S-17 








 SCHEDULE 7.02 

EXISTING INVESTMENTS 
 None. 

  
 S-18 








 SCHEDULE 7.03 

EXISTING INDEBTEDNESS 
  

	1.	That certain facilities agreement among ING Bank N.V., ATA Beheer B.V and Aarding Thermal Acoustics B.V., dated August 17, 2012, as amended, evidencing Indebtedness in the amount of up to €7,000,000.


  

	2.	That certain Credit Agreement in the amount of $30,000,000 dated as of September 7, 2012, as amended, between PMFG, Peerless Mfg. Co. and Citibank, N.A. and other lenders a party thereto.3 

  

	3.	That certain Guaranty of the PMFG and PMC’s obligations under the Credit Agreement, by Nitram Energy, Inc., PMC Acquisition, Inc., Burgess-Manning, Inc., BurMan Management, Inc. and Bos-Hatten, Inc., as amended.4 

  

	4.	That certain Short-term Financing Agreement in the amount of RMB 10,000,000, dated December 11, 2014, by and between Peerless China Manufacturing Co., Ltd. and the Bank of China. 


 

	5.	That certain Long-term Financing Agreement in the amount of RMB 43,000,000, dated July 7, 2013, by and between Peerless China Manufacturing Co., Ltd. and the Bank of China. 


 

	6.	That certain Facility Letter in the amount of £6,000,000, dated May 26, 2015, by and between Peerless Europe Ltd. and HSBC Bank plc, as amended. 


 

	7.	That certain Credit Agreement in the amount of €4,750,000, dated October 5, 2012, by and between UniCredit Bank AG and Burgess-Manning GmbH, as amended. 


 

	8.	That certain Surety Agreement, dated April 26, 2010, by and between R+V Allgemeine Versicherung AG and Burgess-Manning GmbH, as amended. 


 

	9.	That certain Credit Facilities Letter in the amount of $1,000,000, dated as of October 25, 2013, by and between Citibank, N.A. and Peerless Asia Pacific Pte. Ltd. 


 

	10.	That certain General Contract of Indemnity / Surety Agreement, dated May 18, 2009, between the Company and Peerless Mfg. Inc., and Travelers Casualty and Surety Company of America. 


 

	3 	To be paid off at Closing 


	4 	To be terminated at Closing 


  
 S-19 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 
 COMPANY:

 CECO Environmental Corp. 
 4625 Red Bank Road 

Suite 200 
 Cincinnati, OH 45227 

Attention:     Edward J. Prajzner 
 Telephone:
  (215) 717-7822 
 Facsimile:     (610) 688-4083 

Electronic Mail: eprajzner@cecoenviro.com 
 U.S. Taxpayer
Identification Number: 13-2566064 
 ADMINISTRATIVE AGENT: 

Administrative Agent’s Office 
 (for
Payments and Requests for Credit Extensions): 
 Bank of America, N.A., as Administrative Agent 

One Independence Center, 101 N. Tryon St. 
 Mail Code:
NC1-001-05-46 
 Charlotte, NC 28255-0001 
 Attention: Michael
L. Wetherell, Credit Services Representative 
 Telephone: 980-683-0902 

Facsimile: 704-719-8870 
 Electronic
Mail: michael.l.wetherell@baml.com 
 Wire Instructions: 

Pay to:     Bank of America, N.A. 

                New York, NY 

                ABA 026009593 

                Account No.: 001291000883 

                Account Name: Corporate Credit Services 

                Ref: CECO Environmental Corp. 

(for all Other Notices and deliveries to Administrative Agent (financial reporting requirements, Bank Group Communications, etc.)): 

Bank of America, N.A., as Administrative Agent 
 901 Main Street

 Mail Code: TX1-492-14-11 
 Dallas, TX 75202-3714 

Attention:     Anthony Kell 
 Telephone:
  214-209-4124 
 Telecopier:   214-290-9422 

Electronic Mail: Anthony.w.kell@baml.com 

  
 S-20 








 BANK OF AMERICA AS AN L/C ISSUER: 

(for issuance, amendment, etc. of Standby Letters of Credit): 

Bank of America, N.A., as an L/C Issuer 
 1 Fleet Way 

Mail Code: PA6-580-02-30 
 Scranton, PA 18507 

Attention: Alfonso Malave, Jr., Sr. Operations Manager 

Telephone: 570-496-9622 
 Facsimile: 800-755-8743 

Electronic Mail: alfonso.malave@baml.com 
 SWING LINE
LENDER: 
 (for borrowings and payments of Swing Line loans): 

Bank of America, N.A., as Swing Line Lender 
 One Independence
Center, 101 N. Tryon St. 
 Mail Code: NC1-001-05-46 

Charlotte, NC 28255-0001 
 Attention: Michael L. Wetherell, Credit
Services Representative 
 Telephone: 980-683-0902 
 Facsimile:
704-719-8870 
 Electronic Mail: michael.l.wetherell@baml.com 

Wire Instructions: 
 Pay to:     Bank of
America, N.A. 
                 New York, NY 

                ABA 026009593 

                Account No.: 001291000883 

                Account Name: Corporate Credit Services 

                Ref: CECO Environmental Corp. 

(for Swing Line loans on auto-borrow): 
 Bank of America,
N.A., as Swing Line Lender 
 312 Walnut St., Suite 2200 
 Mail
Code: OH7-442-22-00 
 Cincinnati, OH 45202 
 Attention: Paula
Buhrmann, Credit Support Associate 
 Telephone: 513-929-3434 

Facsimile: 513-929-3454 
 Electronic Mail:
paula.buhrmannl@baml.com 

  
 S-21 








 EXHIBIT A 

FORM OF LOAN NOTICE 
 Date:
                    ,          

 

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among CECO Environmental Corp., a Delaware corporation (the
“Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 The undersigned hereby
requests on behalf of the Borrower referenced in item 6 below (select one): 
  

	 	 ̈	A Borrowing of [Revolving Credit (USD) Loans] [Revolving Credit (MC) Loans] [Term Loans] 

  

	 	 ̈	A conversion or continuation of [Revolving Credit (USD) Loans] [Revolving Credit (MC) Loans] [Term Loans] 

  

	 	1.	On
                                    (a Business Day).


  

	 	2.	In the amount of $                                .


  

	 	3.	Comprised of
                                         
                                   . [Type of Loan requested (e.g.,
Base Rate Loans or Eurocurrency Rate Loans)] 

  

	 	4.	In the following currency1:
                                         
       . 

  

	 	5.	For Eurocurrency Rate Loans: with an Interest Period of
                                 months. 


 

	 	6.	On behalf of
                                     [insert name of
applicable Borrower] 

 [The [Revolving Credit (USD) Borrowing][Revolving Credit (MC) Borrowing], if any, requested
herein complies with the proviso to the first sentence of Section [2.01(a)] [2.01(c)] of the Agreement.]2 

  
  

	1 	For Revolving Credit (MC) Borrowings only. 


	2 	Include this sentence in the case of a Revolving Credit (USD) Borrowing or a Revolving Credit (MC) Borrowing. 


  
 A-1 

Form of Loan Notice 








 
			
	COMPANY:
	
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 A-2 

Form of Loan Notice 








 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 

Date:                     ,
         
  

	To:	Bank of America, N.A., as Swing Line Lender 

 Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to
that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein
being used herein as therein defined), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the
Company, the “Borrowers” and, each a “Borrower”), each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On                                  (a Business
Day). 

  

	 	2.	In the amount of $            . 


The Swing Line Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.04(a)
of the Agreement. 
  

			
	COMPANY:
	
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 B-1 

Form of Swing Line Loan Notice 








 EXHIBIT C-1 

FORM OF REVOLVING CREDIT (USD) NOTE 

                    ,
20         
 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to the order of                              or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit (USD) Loan and/or Swing Line Loan, as applicable (each referred to herein as a
“Loan”), from time to time made by the Lender under that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement”; the terms defined therein being used herein as therein defined), among [the Borrower, certain of its Subsidiaries][CECO Environmental Corp., certain of its Subsidiaries (including, the Borrower)]3, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. 

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date such Loan is made until such principal amount
is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in Dollars and in immediately available funds at the Administrative Agent’s Office for Dollar-denominated payments. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Revolving Credit (USD) Note is one of the Revolving Credit (USD) Notes referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit (USD) Note is also entitled to the benefits of [the Company Guaranty and]4
one or more of the Subsidiary Guaranties and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit (USD) Note
shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Revolving Credit (USD) Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Revolving Credit (USD) Note. 
 [Signature page follows] 

 

	3 	Second set of brackets to be used for Revolving Credit (USD) Notes signed by Designated Borrowers. 


	4 	Applicable to Revolving Credit (USD) Notes signed by Designated Borrowers. 


  
 C-1-1 

Form of Revolving Credit (USD) Note 








 THIS REVOLVING CREDIT (USD) NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
  

			
	[BORROWER NAME]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 C-1-2 

Form of Revolving Credit (USD) Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	Type of
Loan Made	  	Amount of
Loan Made	  	End of
Interest
Period	  	Amount of
Principal or
Interest Paid
This Date	  	Outstanding
Principal
Balance This
Date	  	Notation
Made By
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 C-1-3 

Form of Revolving Credit (USD) Note 








 EXHIBIT C-2 

FORM OF TERM LOAN NOTE 

                    ,
20         
 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to                              or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Term Loan made by the Lender to the Borrower from time to time under that certain Amended and Restated Credit Agreement, dated as of
September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, certain
of its Subsidiaries, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. 

The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date such Term Loan is made until such
principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars and in Same Day Funds
at the Administrative Agent’s Office for Dollar-denominated payments. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Term Loan Note is one of
the Term Loan Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Loan Note is also entitled to the benefits of one or more of
the Subsidiary Guaranties and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be
declared to be, immediately due and payable all as provided in the Agreement. Each Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Term Loan Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Term Loan Note. 
 [Signature page follows] 

  
 C-2-1 

Form of Term Loan Note 








 THIS TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. 
  

			
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 C-2-2 

Form of Term Loan Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	Type of
Loan Made	  	Amount of
Loan Made	  	End of
Interest
Period	  	Amount of
Principal or
Interest Paid
This Date	  	Outstanding
Principal
Balance This
Date	  	Notation
Made By
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 C-2-3 

Form of Term Loan Note 








 EXHIBIT C-3 

FORM OF REVOLVING CREDIT (MC) NOTE 

                    ,
20         
 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to the order of                              or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit (MC) Loan, from time to time made by the Lender to [the Borrower][the U.S. Borrowers]5 under that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; the terms defined therein being used herein as therein defined), among [the Borrower, certain of its Subsidiaries][CECO Environmental Corp., certain of its Subsidiaries (including, the Borrower)]6, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. 

The Borrower promises to pay interest on the unpaid principal amount of each such Revolving Credit (MC) Loan from the date such Revolving
Credit (MC) Loan is made until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the
Lender in the currency in which such Revolving Credit (MC) Loan was denominated and in immediately available funds at the Administrative Agent’s Office for payments denominated in such currency. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Revolving Credit (MC) Note is one of the Revolving Credit (MC) Notes referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit (MC) Note is also entitled to the benefits of [the Company Guaranty and]7
one or more of the Subsidiary Guaranties and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit (MC) Note
shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit (MC) Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business. The Lender may also attach schedules to this Revolving Credit (MC) Note and endorse thereon the date, amount, currency and maturity of its Revolving Credit (MC) Loans evidenced by this Revolving Credit (MC) Note and payments with
respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and
notice of protest, demand, dishonor and non-payment of this Revolving Credit (MC) Note. 
 [Signature page follows] 

 

	5 	Second set of brackets to be used for Revolving Credit (MC) Notes signed by U.S. Borrowers. 


	6 	Second set of brackets to be used for Revolving Credit (MC) Notes signed by Designated Borrowers. 


	7 	Applicable to Revolving Credit (MC) Notes signed by Designated Borrowers. 


  
 C-3-1 

Form of Revolving Credit (MC) Note 








 THIS REVOLVING CREDIT (MC) NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 
  

			
	[BORROWER NAME]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 C-3-2 

Form of Revolving Credit (MC) Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	Type of
Loan Made	  	Currency
and Amount
of Loan
Made	  	End of
Interest
Period	  	Amount of
Principal or
Interest Paid
This Date	  	Outstanding
Principal
Balance This
Date	  	Notation
Made By
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 C-3-1 

Form of Revolving Credit (MC) Note 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                    ,          

 

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among CECO Environmental Corp., a Delaware corporation (the
“Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the
                                         
        of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. The Company has delivered the audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal
year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 

[Use following paragraph 1 for fiscal quarter-end financial statements] 

1. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal
quarter of the Company ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2. The undersigned has reviewed
and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered
by such financial statements. 

  
 D-1 

Form of Compliance Certificate 








 3. A review of the activities of the Company during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and 

[select one:] 

[to the best knowledge of the undersigned, no Default has occurred and is continuing.] 

—or— 

[to the best knowledge of the undersigned, the following is a list of each Default that has occurred and is continuing and its nature and
status:] 
 4. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and
accurate on and as of the date of this Compliance Certificate. 
 5. Attached on Schedule 3 hereto is a list of all Excluded
Subsidiaries as of the date of this certificate and calculations showing compliance with the definition of “Material Subsidiary” and Section 6.12 of the Credit Agreement. 

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of
                    ,         . 

 

			
	COMPANY:
	
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 D-2 

Form of Compliance Certificate 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 18 

to the Compliance Certificate 
 ($
in 000’s) 
  

	I.	Section 7.11(a) – Consolidated Fixed Charge Coverage Ratio. 

  

											
		 		 	A.	 	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):	  	
						
		 		 		 	1.	  	Consolidated Net Income for Subject Period:	  	$            
						
		 		 		 	2.	  	Consolidated Interest Charges for Subject Period:	  	$            
						
		 		 		 	3.	  	Provision for income taxes for Subject Period:	  	$            
						
		 		 		 	4.	  	Depreciation expenses for Subject Period:	  	$            
						
		 		 		 	5.	  	Amortization expenses for Subject Period:	  	$            
						
		 		 		 	6.	  	Other non-cash reductions of Consolidated Net Income for Subject Period:	  	$            
						
		 		 		 	7.	  	Fees and expenses incurred in connection with the Specified 2014 Acquisitions (not to exceed $2,000,000):	  	$            
						
		 		 		 	8.	  	ATA Beheer Earn-Outs and any other “earn-out” and similar payments:	  	$            
						
		 		 		 	9.	  	Retention portion of the purchase price for the acquisition by the Company of ATA Beheer and its subsidiaries (not to exceed $260,000)	  	$            
						
		 		 		 	10.	  	Fees and expenses incurred in connection with the Closing Date Acquisition Transaction (not to exceed $11,000,000):	  	$            
						
		 		 		 	11.	  	Income tax credits for Subject Period:	  	$            
						
		 		 		 	12.	  	Non-cash additions to Consolidated Net Income for Subject Period:	  	$            
						
		 		 		 	13.	  	Necessary adjustments (see Schedule 1.01C):	  	$            
						
		 		 		 	14.	  	Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 – 11 – 12 + 13):	  	$            
					
		 		 	B.	 	Capital Expenditures during Subject Period9:	  	$            


 

	8 	The following is a summary of the Credit Agreement and to the extent any conflict exists between the following and the Credit Agreement, the Credit Agreement shall control. 


	9 	Excluding (A) Capital Expenditures constituting payments in respect of capital leases and Capital Expenditures financed by Indebtedness permitted under the Credit
Agreement, (B) amounts expended as consideration for Acquisitions permitted under the Credit Agreement to the extent such amounts would otherwise be included as Capital Expenditures and (C) Capital Expenditures paid for with proceeds of casualty
insurance as evidenced in writing and submitted to the Administrative Agent together with any Compliance Certificate delivered pursuant to Section 6.02(a) of the Credit Agreement. 


  
 D-3 

Form of Compliance Certificate 









											
		 		 	C.	 	Income taxes paid during Subject Period:	  	$            
					
		 		 	D.	 	Consolidated Fixed Charges for Subject Period:	  	
						
		 		 		 	1.	  	Consolidated Interest Charges paid in cash during Subject Period:	  	$            
						
		 		 		 	2.	  	Scheduled principal payments of Consolidated Funded Indebtedness during Subject Period:	  	$            
						
		 		 		 	3.	  	Dividends and distributions paid in cash by Company to its shareholders during Subject Period:	  	$            
						
		 		 		 	4.	  	ATA Beheer Earn-Outs and any other “earn-out” and similar payments during Subject Period:	  	$            
						
		 		 		 	5.	  	Consolidated Fixed Charges for Subject Period (Lines I.D.1 + 2 + 3 + 4):	  	$            
					
		 		 	E.	 	 Consolidated Fixed Charge Coverage Ratio ((Line I.A.14 – Line I.B – Line I.C) ÷ Line I.D.5): 
	  	         to 1.00
						
		 		 		 		  	Minimum permitted:	  	1.25 to 1.00


  
 D-4 

Form of Compliance Certificate 









	II.	Section 7.11 (b) – Consolidated Leverage Ratio. 

  

									
		  	A.	  	Consolidated Funded Indebtedness at Statement Date:	  	
					
		  		  	1.	  	Outstanding principal amount of all obligations for borrowed money:	  	$            
					
		  		  	2.	  	Purchase money Indebtedness:	  	$            
					
		  		  	3.	  	Direct obligations arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments:	  	$            
					
		  		  	4.	  	Obligations in respect of the deferred purchase price of property or services:	  	$            
					
		  		  	5.	  	Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations:	  	$            
					
		  		  	6.	  	Guarantees with respect to outstanding Indebtedness of the types specified in Lines II.A.1 through II.A.5 above of Persons other than the Company or any Subsidiary:	  	$            
					
		  		  	7.	  	Indebtedness of the types referred to in Lines II.A.1 through II.A.6 above of any partnership or joint venture in which the Company or a Subsidiary is a general partner or joint venturer (unless non-recourse):	  	$            
					
		  		  	8.	  	Consolidated Funded Indebtedness (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 + 7):	  	$            
				
		  	B.	  	Consolidated EBITDA for Subject Period (enter Line I.A.14 above):	  	$            
				
		  	C.	  	Consolidated Leverage Ratio (Line II.A.8 ÷ Line II.B):	  	            
to 1.00

 Maximum Permitted: 
  

			
	 Period
	  	Consolidated Leverage Ratio
	 Closing Date through June 29, 2016
	  	3.75 to 1.00
	 June 30, 2016 through December 31, 2016
	  	3.50 to 1.00
	 January 1, 2017 through September 30, 2017
	  	3.25 to 1.00
	 October 1, 2017 and thereafter
	  	3.00 to 1.00


  
 D-5 

Form of Compliance Certificate 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 210 

to the Compliance Certificate 
 ($
in 000’s) 
 Consolidated EBITDA 

(in accordance with the definition of Consolidated EBITDA 

as set forth in the Credit Agreement) 
  

											
	 Consolidated

EBITDA
	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Twelve
Months
Ended
	 Consolidated Net Income
	  		  		  		  		  	
	 + Consolidated Interest Charges
	  		  		  		  		  	
	 + income taxes
	  		  		  		  		  	
	 + depreciation expense
	  		  		  		  		  	
	 + amortization expense
	  		  		  		  		  	
	 + Other non-cash expenses
	  		  		  		  		  	
	 + Fees and expenses incurred in connection with the Specified 2014 Acquisitions (subject to cap)
	  		  		  		  		  	
	 + ATA Beheer Earn-Outs and any other “earn-out” and similar payments
	  		  		  		  		  	
	 + retention portion of purchase price for acquisition by the Company of ATA Beheer and its subsidiaries (subject to cap)
	  		  		  		  		  	
	 + Fees and expenses incurred in connection with the Closing Date Acquisition Transaction (subject to cap)
	  		  		  		  		  	
	 + Necessary adjustment (see Schedule 1.01C)
	  		  		  		  		  	
	 - income tax credits
	  		  		  		  		  	
	 - non-cash income
	  		  		  		  		  	
	 = Consolidated EBITDA
	  		  		  		  		  	

  

	10 	The following is a summary of the Credit Agreement and to the extent any conflict exists between the following and the Credit Agreement, the Credit Agreement shall control. 


  
 D-6 

Form of Compliance Certificate 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 311 

to the Compliance Certificate 
 ($
in 000’s) 
 LIST OF EXCLUDED SUBSIDIARIES12 

 

													
	 Subsidiary
	  	Assets of Subsidiary	  	Consolidated Total
Assets of Company
and its Subsidiaries	  	% of
Consolidated
Assets	  	Revenue of
Subsidiary	  	Consolidated Total
Revenue of the
Company and its
Subsidiaries	  	% of
Consolidated
Revenue
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	

  

	11 	The following is a summary of the Credit Agreement and to the extent any conflict exists between the following and the Credit Agreement, the Credit Agreement shall control. 


	12 	For the calculations of assets and revenues, (a) revenues shall be calculated giving effect to any pro forma adjustments with respect to any Specified Transaction in a manner consistent with the adjustments
described in Section 1.07 of the Credit Agreement and (b) the assets and revenues of a Subsidiary shall be deemed to include the assets and revenues of its Subsidiaries. 


  
 D-7 

Form of Compliance Certificate 








 EXHIBIT E 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]13 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]14 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective
Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal
to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such
facilities17) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor. 
  

	13 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	14 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 


	15 	Select as appropriate. 


	16 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 


	17 	Include all applicable subfacilities. 


  
 E-1 

Form of Assignment and Assumption 









							
	1.	  	Assignor[s]:	  	  
	  	
				
		  		  	  
	  	
			
		  	[Assignor [is] [is not] a Defaulting Lender]	  	
				
	2.	  	Assignee[s]:	  	  
	  	
				
		  		  	  
	  	
		
		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
			
	3.	  	Borrower(s):	  	CECO Environmental Corp., a Delaware corporation (the “Company”) and certain Subsidiaries of the Company (each a “Designated Borrower” and, together with the Company, the
“Borrowers” and, each a “Borrower”)
			
	 4.      
	  	Administrative Agent:	  	Bank of America, N.A., as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	Amended and Restated Credit Agreement, dated as of September 3, 2015, among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (each
a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer.
			
	6.	  	Assigned Interest[s]:	  	

  

																			
	 Assignor[s]18
	  	Assignee[s]19	  	Facility
Assigned20	  	Aggregate
Amount of
Commitment
/Loans
for all Lenders21	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage
Assigned of
Commitment/
Loans22	 	 	CUSIP
Number
		  		  		  	$	            	  	  	$	            	  	  	 	             	% 	 	
		  		  		  	$	            	  	  	$	            	  	  	 	             	% 	 	
		  		  		  	$	            	  	  	$	            	  	  	 	             	% 	 	

  
   

 

	18 	List each Assignor, as appropriate. 


	19 	List each Assignee and, if available, its market entity identifier, as appropriate. 


	20 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit (USD) Commitment”, “Term Loan
Commitment”, etc.). 


	21 	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.



	22 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


  
 E-2 

Form of Assignment and Assumption 









							
	[7.	  	Trade Date:	  	                            
]23

 Effective Date:
                    , 20         [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are
hereby agreed to: 
  

			
	ASSIGNOR[S]24
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE[S]25
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  

	23 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


	24 	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 


	25 	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 


  
 E-3 

Form of Assignment and Assumption 









			
	[Consented to and]26 Accepted:
	
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	  

	Title:	 	
	
	[Consented to:27
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Title:	 	
	
	BANK OF AMERICA, N.A., as Swing Line Lenderand an L/C Issuer
		
	By:	 	  

	Title:	 	
	
	FIFTH THIRD BANK, as an L/C Issuer
		
	By:	 	  

		
	Title:	 	


                          
                              ] 

 

	26 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	27 	To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 


  
 E-4 

Form of Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner
of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be
required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the
relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of
[the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant]
Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date
to [the][the relevant] Assignee. 

  
 E-5 

Form of Assignment and Assumption 








 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of New York. 

  
 E-6 

Form of Assignment and Assumption 








 EXHIBIT F-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party
thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit
Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a
“controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned
has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
 [NAME OF LENDER] 
  

							
	By:	 	  
	 	

  

							
		 	Name:	 	  
	 	

  

							
		 	Title:	 	  
	 	

  

									
		 		 	Date:                  , 20[    ]


  
 F-1-1 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT F-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party
thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit
Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation”
related to any Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender
with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender
in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of
the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement. 
  

							
	[NAME OF PARTICIPANT]	 	
			
	By:	 	  
	 	

  

							
		 	Name:	 	  
	 	

  

							
		 	Title:	 	  
	 	

  

									
		 		 	Date:                  , 20[    ]


  
 F-2-1 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT F-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party
thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit
Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the
Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement. 
  

							
	[NAME OF PARTICIPANT]	 	
			
	By:	 	  
	 	

  

							
		 	Name:	 	  
	 	

  

							
		 	Title:	 	  
	 	

  

									
		 		 	Date:                  , 20[    ]


  
 F-3-1 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT F-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party
thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, an L/C Issuer and Swing Line Lender. 
 Pursuant to the provisions of Section 3.01(e) of the Credit
Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the
undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a
“controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned
has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
 [Signature page follows] 

  
 F-4-1 

Form of U.S. Tax Compliance Certificate 









							
	[NAME OF LENDER]	 	
			
	By:	 	  
	 	

  

							
		 	Name:	 	  
	 	

  

							
		 	Title:	 	  
	 	

  

									
		 		 	Date:                  , 20[    ]


  
 F-4-2 

Form of U.S. Tax Compliance Certificate 








 EXHIBIT G 

FORM OF LETTERS OF CREDIT REPORT 

Date:                     ,
             
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among CECO Environmental Corp., a Delaware corporation (the
“Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. 
 This report is being
delivered pursuant to Section 2.03(l) of the Agreement. Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof. 

 

																	
	 L/C No.
	  	Maximum
Face
Amount	  	Current
Face Amount	  	Beneficiary
Name	  	Issuance
Date	  	Expiry Date	  	Auto
Renewal	  	Date of
Amendment	  	Amount of
Amendment
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	

  

	
	[APPLICABLE L/C ISSUER]
	
	By:                                     
                                        
                   
	Name:                                     
                                         
            
	Title:                                     
                                        
               



  
 G-1 

Form of Letters of Credit Report 








 EXHIBIT H 

FORM OF DESIGNATED BORROWER 

REQUEST AND ASSUMPTION AGREEMENT 

Date:                     ,
             
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Amended
and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”),
each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in
this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

Each of
                                 (“Designated Borrower”) and the
Company hereby confirms, represents and warrants to the Administrative Agent[, the Revolving Credit (USD) Lenders]28 and the Revolving Credit (MC) Lenders that the Designated Borrower is a
wholly-owned [Domestic][Foreign] Subsidiary of the Company. 
 The documents required to be delivered to the Administrative
Agent under Section 2.14 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement. 

Complete if the Designated Borrower is a Domestic Subsidiary: The true and correct U.S. taxpayer identification number of the
Designated Borrower is                             . 

Complete if the Designated Borrower is a Foreign Subsidiary: The true and correct unique identification number that has been
issued to the Designated Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below: 
  

			
	 Identification Number
	  	Jurisdiction of Organization
		  	
		  	

 The parties hereto hereby confirm that with effect from the date of the Designated Borrower Notice for the
Designated Borrower, the Designated Borrower shall have obligations, 
  

 

	28 	 Include only in the case of Domestic Subsidiaries becoming Designated Borrowers. 



  
 H-1 

Form of Designated Borrower Request and Assumption Agreement 








 
duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original
party to the Credit Agreement as a Borrower. Effective as of the date of the Designated Borrower Notice for the Designated Borrower, the Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants,
and other terms and provisions of the Credit Agreement. 
 The parties hereto hereby request that the Designated Borrower be entitled
to receive [Revolving Credit (USD) Loans and]29 Revolving Credit (MC) Loans under the Credit Agreement. 

This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement. 

THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. 
 IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	[DESIGNATED BORROWER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	CECO ENVIRONMENTAL CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	29 	Include only in the case of Domestic Subsidiaries becoming Designated Borrowers. 


  
 H-2 

Form of Designated Borrower Request and Assumption Agreement 








 EXHIBIT I 

FORM OF DESIGNATED BORROWER NOTICE 

Date:                     ,
         
 To: CECO Environmental Corp.[, the Revolving Credit (USD) Lenders]30 and the Revolving Credit (MC) Lenders party to the Credit Agreement referred to below 
 Ladies and
Gentlemen: 
 This Designated Borrower Notice is made and delivered pursuant to Section 2.14 of that certain Amended and
Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among CECO Environmental Corp., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”),
each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in
this Designated Borrower Notice and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

The Administrative Agent hereby notifies the Company[, the Revolving Credit (USD) Lenders]28 and the Revolving Credit (MC) Lenders that effective as of the date hereof
[                                ] shall be a Designated Borrower and may
receive [Revolving Credit (USD) Loans and]28 Revolving Credit (MC) Loans for its account on the terms and conditions set forth in the Credit Agreement. 

This Designated Borrower Notice shall constitute a Loan Document under the Credit Agreement. 

 

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

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	30 	Include only in the case of Domestic Subsidiaries becoming Designated Borrowers. 


  
 I-1 

Form of Designated Borrower Notice 








 EXHIBIT J 

FORM OF NOTICE OF LOAN PREPAYMENT 
  

			
	TO:	  	Bank of America, N.A., as Administrative Agent (the “Administrative Agent”)
		
	RE:	  	Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 3, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among CECO Environmental Corp., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (each a
“Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer.
		
	DATE:	  	[Date]

 The Company hereby provides notice to the Administrative Agent that it shall repay the following Loans as more
specifically set forth below: 
 The Loan(s) to be prepaid consist of: [check each applicable box]  

 

	 	 ̈	Optional prepayment of Term Loans in the amount of $             

  


	 	 ̈	Optional prepayment of Revolving Credit (USD) Loans in the amount of $              


 

	 	 ̈	Optional prepayment of Revolving Credit (MC) Loans in the amount of $              


(Complete with an amount in accordance with Section 2.05 of the Credit Agreement.) 

The Company shall repay the above-referenced Loans on the following Business Day:
                    . (Complete with a date no earlier than (i) the same Business Day as the date of this Notice of Prepayment with
respect to any Base Rate Loan, (ii) three (3) Business Days subsequent to date of this Notice of Prepayment with respect to Eurocurrency Rate Loans denominated in Dollars, (iii) four (4) Business Days prior to the date of the
Notice of Prepayment with respect to Eurocurrency Rate Loans denominated in Alternative Currencies other than Special Notice Currencies, and (iv) five (5) Business Days prior to the date of this Notice of Prepayment with respect to
Eurocurrency Rate Loans denominated in Special Notice Currencies.) 
 Delivery of an executed counterpart of a signature page of this notice
by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. 

  
 J-1 

Form of Notice of Loan Prepayment 








 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 J-2 

Form of Notice of Loan Prepayment 








 
			
	COMPANY:
	
	 CECO ENVIRONMENTAL CORP.

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 J-3 

Form of Notice of Loan Prepayment