EX-10.1




 Exhibit 10.1 

AMENDMENT NO. 6 
 TO
AMENDED AND RESTATED CREDIT AGREEMENT 
 AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29,
2021 (this “Amendment”), by and among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the
GUARANTORS, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”), and the 2021 Incremental Dollar Term B-3 Lender (as defined below). 
 PRELIMINARY STATEMENTS: 

(1) The Borrower, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, the other
Lenders party thereto and the other agents party thereto have entered into an Amended and Restated Credit Agreement dated as of May 20, 2014 (as amended by Amendment No. 1 dated as of December 1, 2014, as further amended by Amendment
No. 2, dated as of December 9, 2016, as further amended by Amendment No. 3, dated as of October 18, 2017, as further amended by Amendment No. 4, dated as of May 17, 2019, as further amended by Amendment No. 5,
dated as of February 22, 2021, and as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement as further amended by this
Amendment, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. 

(2) Section 2.14 of the Credit Agreement provides that the Borrower may at any time or from time to time after the Restatement Effective
Date, by notice to the Administrative Agent, request Incremental Term Loans upon the terms thereof. 
 (3) On August 29, 2021, the
Borrower entered into that certain Membership Interest Purchase Agreement (the “Bettera Acquisition Agreement”) with Bettera Holdings, LLC, a Delaware limited liability company (“Bettera”), the members of Bettera
(the “Bettera Sellers”), and Highlander Partners Candy, LLC, in its capacity as the Representative (as defined in the Bettera Acquisition Agreement). Pursuant to the terms and conditions of the Bettera Acquisition Agreement, at the
closing, the Borrower will acquire 100% of the outstanding equity interests of Bettera (the “Bettera Acquisition”). 
 (4)
In connection with the Bettera Acquisition, the Borrower hereby notifies the Administrative Agent that it is requesting Incremental Term Loans as a Term Loan Increase to the Dollar Term B-3 Loans in an
aggregate principal amount of $450,000,000 (the “2021 Incremental Dollar Term B-3 Loans”). 

(5) JPMorgan Chase Bank, N.A. (in such capacity, the “2021 Incremental Dollar
Term B-3 Lender”) has agreed to provide $450,000,000 of 2021 Incremental Dollar Term B-3 Loans on the Amendment No. 6 Effective
Date (as defined below). 
 (6) Pursuant to Sections 2.14 and 10.01 of the Credit Agreement, the Borrower may establish Incremental Term
Loans by, among other things, entering into an amendment to the Credit Agreement pursuant to the terms and conditions thereof with the Administrative Agent and each existing Lender and/or additional Lender agreeing to provide such Incremental Term
Loans. 
 (7) This Amendment constitutes (x) an Incremental Amendment as set forth in Section 2.14 of the Credit Agreement and
(y) notice pursuant to Section 2.14 of the Credit Agreement to the Administrative Agent of the Borrower’s request to establish Incremental Term Commitments on the Amendment No. 6 Effective Date. 











 (8) The 2021 Incremental Dollar Term B-3 Lender
agrees that (other than with respect to fungibility for U.S. federal and applicable state and local income tax purposes, which is addressed in Section 9 hereof) the Dollar Term B-3
Loans and the 2021 Incremental Dollar Term B-3 Loans provided by the 2021 Incremental Dollar Term B-3 Lender shall constitute a single Class of Term Loans under the
Credit Agreement and shall be fungible. 
 (9) JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Royal Bank of Canada,
Mizuho Bank, Ltd., Goldman Sachs Bank USA, Wells Fargo Securities, LLC and UBS Securities LLC are acting as joint lead arrangers and joint bookrunners for this Amendment (collectively, the “Amendment No. 6 Lead
Arrangers”). 
 (10) The proceeds of the 2021 Incremental Dollar Term B-3 Loans will be
used by the Borrower (i) on or after the Amendment No. 6 Effective Date, together with the proceeds of the Borrower’s 2030 Senior Notes (as defined in Exhibit A) and cash on hand, to (A) finance the Bettera Acquisition and
(B) pay fees, costs and expenses incurred in connection with the Bettera Acquisition and the transactions contemplated hereby, and (ii) for general corporate purposes of the Borrower and its Subsidiaries. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Amendments to Credit Agreement. Subject to and upon the
satisfaction of the conditions set forth in Section 2 hereof on the Amendment No. 6 Effective Date, the Credit Agreement is hereby amended to delete the stricken (indicated textually in the same manner as the following
example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) as set forth in
the pages of the Credit Agreement attached as Exhibit A hereto. 
 SECTION 2. Conditions of
Effectiveness of the Amendment No. 6 Effective Date. The 2021 Incremental Dollar Term B-3 Commitment (as defined in Exhibit A) of the 2021 Incremental Dollar Term B-3 Lender shall become effective on the date when, and only when, the following conditions shall have been satisfied or waived (such date, the “Amendment No. 6 Effective Date”):

 (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by
(i) Holdings, (ii) the Borrower, (iii) each of the Subsidiary Guarantors, (iv) the Administrative Agent and (v) the 2021 Incremental Dollar Term B-3 Lender. 

(b) (i) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties
set forth in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects on and as of the Amendment No. 6 Effective Date; provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”,
“Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Default under the Credit Agreement exists, or would result
from, the occurrence of the Amendment No. 6 Effective Date or from the application of the proceeds therefrom and (iii) with respect to the 2021 Incremental Dollar Term B-3 Commitments, the conditions
set forth in Section 2.14 of the Credit Agreement shall have been satisfied. 

  
 -2- 












 (c) The Administrative Agent shall have received a certificate of the
Borrower dated as of the Amendment No. 6 Effective Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower as to the matters set forth in Section 2(b) above.

 (d) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party certifying as
to the incumbency and genuineness of the signature of each officer of the Loan Parties executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or
formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as
applicable (or certifying that such organizational documents have not been amended, modified or supplemented since the Amendment No. 5 Effective Date), (B) the bylaws or other governing document of such Loan Party as in effect on the
Amendment No. 6 Effective Date (or certifying that such organizational documents have not been amended, modified or supplemented since the Amendment No. 5 Effective Date) and (C) resolutions duly adopted by the board of directors (or
other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment. 

(e) The Borrower shall have paid (or shall have caused to pay) all costs, fees, expenses (including without limitation legal
fees and expenses) and other compensation contemplated by this Amendment, the Engagement Letter, dated as of September 20, 2021, by and among the Borrower, JPMorgan Chase Bank, N.A. and the other Amendment No. 6 Lead Arrangers and/or their
respective affiliates (the “Engagement Letter”) and as otherwise previously agreed in writing by the Borrower to the extent due and to the extent a reasonably detailed invoice has been delivered to the Borrower at least three
Business Days prior to the Amendment No. 6 Effective Date. 
 (f) The Administrative Agent shall have received a
favorable opinion of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, New York counsel to Holdings, the Borrower and the other Loan Parties and (ii) Barnes & Thornburg LLP, special Indiana counsel to certain of the
Guarantors, in each case addressed to the Administrative Agent and the 2021 Incremental Dollar Term B-3 Lender, in form and substance reasonably satisfactory to the Administrative Agent. 

(g) The 2021 Incremental Dollar Term B-3 Lender shall have received, if requested at
least two Business Days in advance of the Amendment No. 6 Effective Date, a Term Note in connection with the Term Loans of such Lender, payable to the order of such Lender duly executed by the Borrower in substantially the form of Exhibit C-1 to the Credit Agreement. 
 (h) [Reserved]. 

(i) [Reserved]. 

  
 -3- 












 (j) The Administrative Agent shall have received a certificate as to the
good standing (where relevant) of each Loan Party as of a recent date, from the Secretary of State or similar Governmental Authority in the jurisdiction of formation or organization of each such Loan Party. 

(k) The Administrative Agent shall have received a Committed Loan Notice relating to the 2021 Incremental Dollar Term B-3 Loans. 
 (l) The Administrative Agent shall have received copies of recent
Uniform Commercial Code, tax and judgment lien searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. 

(m) The Administrative Agent shall have received (a) a completed “life of loan” Federal Emergency Management
Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (each a “Flood Notice”) and (b) if any improvements constituting part of a Mortgaged Property are located in an area which is designated as a
“flood hazard area” in any Flood Insurance Rate Map established by the Federal Emergency Management Agency (or any successor agency), (i) a duly executed and acknowledged Flood Notice by the appropriate Loan Parties and (ii) evidence
of flood insurance as required by Section 6.16 of the Credit Agreement. 
 (n) The Amendment No. 6 Lead Arrangers
shall have received (i) at least three (3) Business Days prior to the Amendment No. 6 Effective Date, all documentation and information as is reasonably requested in writing by the Amendment No. 6 Lead Arrangers at least ten
(10) Business Days prior to the Amendment No. 6 Effective Date about the Borrower that the Amendment No. 6 Lead Arrangers reasonably determine to be required by applicable regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least five (5) Business Days prior to the Amendment No. 6 Effective Date, if the Borrower qualifies as a
“legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification in relation to the Borrower, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days
prior to the Amendment No. 6 Effective Date. 
 SECTION 3. Representations and Warranties. The Borrower represents and warrants
to the Agents and the Lenders that: 
 (a) Each Loan Party and each of its Subsidiaries (i) is a Person duly organized
or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to execute and deliver this Amendment and perform its obligations under this
Amendment and the Loan Documents to which it is a party. 
 (b) The execution and delivery of this Amendment by each Loan
Party that is a party hereto and the performance under this Amendment and the Loan Documents to which each Loan Party is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or
other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other
than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties


  
 -4- 












 
of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or
payment could not reasonably be expected to have a Material Adverse Effect. 
 (c) No material approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this
Amendment, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents,
exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. 

(d) This Amendment has been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a
legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

 SECTION 4. Reference to and Effect on the Credit Agreement and the Other Loan Documents. 

(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,”
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 

(b) The Credit Agreement, as specifically amended by this Amendment, and each of the Loan Documents is and shall continue to be
in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment. 
 (c) The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents nor constitute a novation of the Credit Agreement or any of the Loan Documents nor serve to effect a novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing
the same, which instruments shall remain in full effect. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. 

  
 -5- 












 (d) Each Loan Party hereby (i) ratifies and reaffirms all of its
payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan
Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, including
the 2021 Incremental Dollar Term B-3 Loans, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations, including the 2021 Incremental
Dollar Term B-3 Loans, pursuant to the Guaranty. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document. 

SECTION 5. Costs and Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Amendment No. 6 Lead Arrangers in connection with the preparation, execution, delivery and administration of this Amendment and the
other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and the Amendment No. 6 Lead Arrangers (Cahill
Gordon & Reindel LLP) in accordance with the terms of Section 10.04 of the Credit Agreement. 
 SECTION 6. Execution in
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic delivery (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart
of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the
transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries 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. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or
other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. 
 SECTION 7. GOVERNING
LAW. 
 (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN). 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, THE BORROWER, HOLDINGS, EACH AGENT PARTY HERETO, EACH AMENDMENT NO. 6 LEAD ARRANGER AND EACH LENDER PARTY
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. THE BORROWER, HOLDINGS, EACH AGENT PARTY
HERETO, EACH AMENDMENT NO. 6 LEAD ARRANGER AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED HERETO. 

  
 -6- 












 SECTION 8. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

SECTION 9. Tax Matters. The parties hereto shall treat all the Dollar Term B-3 Loans (including
the 2021 Incremental Dollar Term B-3 Loans provided by the 2021 Incremental Dollar Term B-3 Lender) as one fungible tranche for U.S. federal and applicable state and
local income tax purposes. 
 SECTION 10. Post-Closing Covenants. Within the time periods specified on Schedule I hereto
(unless waived or extended by the Administrative Agent in its reasonable discretion), the Administrative Agent or Collateral Agent, as applicable, shall have received such items as listed on Schedule I hereto. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -7- 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to Amended and
Restated Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

							
	CATALENT PHARMA SOLUTIONS, INC.
		
	By:	 	 /s/ Thomas P. Castelllano

		 	Name:	 	Thomas P. Castellano
		 	Title:	 	 Senior Vice President and Chief

Financial Officer

	
	CATALENT US HOLDING I, LLC
		
	By:	 	 /s/ Thomas P. Castelllano

		 	Name:	 	Thomas P. Castellano
		 	Title:	 	 Senior Vice President and Chief

Financial Officer



 Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement (Catalent) 











 
							
	PTS INTERMEDIATE HOLDINGS LLC
	CATALENT USA PACKAGING, LLC
	CATALENT PHARMA SOLUTIONS, LLC
	CATALENT CTS, LLC
	CATALENT CTS (KANSAS CITY), LLC
	R.P. SCHERER TECHNOLOGIES, LLC
	CATALENT MTI PHARMA SOLUTIONS, INC.
	CATALENT SAN DIEGO, INC.
	CATALENT MICRON TECHNOLOGIES, INC.
	REDWOOD BIOSCIENCE, INC.
	CATALENT INDIANA, LLC
	CATALENT INDIANA HOLDINGS, LLC
	CATALENT HOLDCO II, LLC
	CATALENT HOLDCO III, LLC
	CATALENT HOLDCO IV, LLC
	CATALENT MARYLAND, INC.
	CATALENT HOUSTON, LLC
	CATALENT MSTC, INC.
	CATALENT HARMANS ROAD, LLC
	CATALENT MASSACHUSETTS, LLC
		
	By:	 	 /s/ Thomas P. Castelllano

		 	Name:	 	Thomas P. Castellano
		 	Title:	 	 Senior Vice President and Chief

Financial Officer



 Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement (Catalent) 











 
					
	 JPMORGAN CHASE BANK, N.A.,
 as 2021
Incremental Dollar Term B-3 Lender

		
	By:	 	 /s/ Maurice Dattas

		 	Name:	 	Maurice Dattas
		 	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Maurice Dattas

		 	Name:	 	Maurice Dattas
		 	Title:	 	Vice President


 Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement (Catalent) 











 EXHIBIT A 
  

 
 AMENDED AND RESTATED CREDIT AGREEMENT

 Dated as of May 20, 2014, 

as amended by Amendment No. 1, dated as of December 1, 2014, 

and as further amended by Amendment No. 2, dated as of December 9, 2016, 

and as further amended by Amendment No. 3, dated as of October 18, 2017, 

and as further amended by Amendment No. 4, dated as of May 17, 2019 

and as further amended by Amendment No. 5, dated as of February 22, 2021, 

and as further
amended by Amendment No. 6, dated as of September 29, 2021 
 among

 CATALENT PHARMA SOLUTIONS, INC., 

as Borrower, 
 PTS INTERMEDIATE
HOLDINGS LLC, 
 as Holdings, 

JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent, Collateral Agent and Swing Line Lender, 
 JPMORGAN CHASE BANK, N.A., 

BARCLAYS BANK PLC, 
 ROYAL BANK OF
CANADA and 
 BANK OF AMERICA, N.A., 

as L/C Issuers, 
 and 

THE OTHER LENDERS PARTY HERETO 
  

 
 MORGAN STANLEY SENIOR FUNDING, INC.,

 J.P. MORGAN SECURITIES LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

GOLDMAN SACHS BANK USA, 
 JEFFERIES
FINANCE LLC and 
 DEUTSCHE BANK SECURITIES INC., 

as Joint Lead Arrangers and Joint Bookrunners 

JPMORGAN CHASE BANK, N.A., 
 RBC
CAPITAL MARKETS1, 
 BOFA SECURITIES, INC. and 

UBS SECURITIES LLC, 
 as Amendment
No. 4 Joint Lead Arrangers and Joint Bookrunners 
 DEUTSCHE BANK SECURITIES INC., 

WELLS FARGO SECURITIES, LLC, 

BARCLAYS BANK PLC and 
 MIZUHO BANK,
Ltd., 
 as Amendment No. 4 Co-Managers and Documentation Agents 

JPMORGAN CHASE BANK, N.A., 

BARCLAYS BANK PLC, 
 BOFA
SECURITIES, INC., 
 RBC CAPITAL MARKETS, 

MIZUHO BANK, Ltd., 
 GOLDMAN SACHS
BANK USA and 
 WELLS FARGO SECURITIES, LLC, 

as Amendment No. 5 Joint Lead Arrangers and Joint Bookrunners 

JPMORGAN
CHASE BANK, N.A., 
 BARCLAYS BANK PLC, 

BOFA
SECURITIES, INC., 
 ROYAL BANK OF CANADA, 

MIZUHO BANK,
LTD., 

GOLDMAN SACHS
BANK USA, 
 WELLS FARGO SECURITIES, LLC and 

UBS SECURITIES
LLC 

as Amendment
No. 6 Joint Lead Arrangers and Joint Bookrunners 
  

 
  

	1 	 RBC Capital Markets is a marketing name for the capital markets activities of Royal Bank of Canada and its
affiliates. 













 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
			
	 SECTION 1.01.
	  	Defined Terms	  	 	1	 
	 SECTION 1.02.
	  	Other Interpretive Provisions	  	 	5961	 
	 SECTION 1.03.
	  	Accounting Terms	  	 	61	 
	 SECTION 1.04.
	  	Rounding	  	 	6061	 
	 SECTION 1.05.
	  	References to Agreements, Laws, Etc	  	 	6061	 
	 SECTION 1.06.
	  	Times of Day	  	 	6062	 
	 SECTION 1.07.
	  	Timing of Payment or Performance	  	 	6062	 
	 SECTION 1.08.
	  	Currency Equivalents Generally	  	 	6062	 
	 SECTION 1.09.
	  	Interest Rates; LIBOR Notification	  	 	6162	 
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	63	 
			
	 SECTION 2.01.
	  	The Loans	  	 	6163	 
	 SECTION 2.02.
	  	Borrowings, Conversions and Continuations of Loans	  	 	6364	 
	 SECTION 2.03.
	  	Letters of Credit	  	 	6466	 
	 SECTION 2.04.
	  	Swing Line Loans	  	 	7072	 
	 SECTION 2.05.
	  	Prepayments	  	 	7274	 
	 SECTION 2.06.
	  	Termination or Reduction of Commitments	  	 	8182	 
	 SECTION 2.07.
	  	Repayment of Loans	  	 	8183	 
	 SECTION 2.08.
	  	Interest	  	 	8284	 
	 SECTION 2.09.
	  	Fees	  	 	8385	 
	 SECTION 2.10.
	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	8385	 
	 SECTION 2.11.
	  	Evidence of Indebtedness	  	 	8486	 
	 SECTION 2.12.
	  	Payments Generally	  	 	8486	 
	 SECTION 2.13.
	  	Sharing of Payments	  	 	8688	 
	 SECTION 2.14.
	  	Incremental Credit Extensions	  	 	8688	 
	 SECTION 2.15.
	  	[Reserved]	  	 	8991	 
	 SECTION 2.16.
	  	Extensions of Revolving Credit Loans and Revolving Credit Commitments	  	 	8991	 
	 SECTION 2.17.
	  	[Reserved]	  	 	9192	 
	 SECTION 2.18.
	  	Extensions of Term Loans	  	 	9193	 
	 SECTION 2.19.
	  	Refinancing Amendment	  	 	9294	 
	 SECTION 2.20.
	  	Defaulting Lenders	  	 	9395	 
		
	 ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	  	 	97	 
			
	 SECTION 3.01.
	  	Taxes	  	 	9597	 
	 SECTION 3.02.
	  	Illegality	  	 	9799	 
	 SECTION 3.03.
	  	Alternate Rate of Interest	  	 	9799	 
	 SECTION 3.04.
	  	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans	  	 	99101	 
	 SECTION 3.05.
	  	Funding Losses	  	 	100102	 
	 SECTION 3.06.
	  	Matters Applicable to All Requests for Compensation	  	 	101103	 
	 SECTION 3.07.
	  	Replacement of Lenders under Certain Circumstances	  	 	101103	 
	 SECTION 3.08.
	  	Survival	  	 	102104	 
		
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	104	 
			
	 SECTION 4.01.
	  	Conditions of Restatement	  	 	102104	 
	 SECTION 4.02.
	  	Conditions to All Credit Extensions	  	 	104106	 


  
 -i- 













							
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	106	 
			
	 SECTION 5.01.
	  	Existence, Qualification and Power; Compliance with Laws	  	 	104106	 
	 SECTION 5.02.
	  	Authorization; No Contravention	  	 	105107	 
	 SECTION 5.03.
	  	Governmental Authorization; Other Consents	  	 	105107	 
	 SECTION 5.04.
	  	Binding Effect	  	 	105107	 
	 SECTION 5.05.
	  	Financial Statements; No Material Adverse Effect	  	 	105107	 
	 SECTION 5.06.
	  	Litigation	  	 	106108	 
	 SECTION 5.07.
	  	No Default	  	 	106108	 
	 SECTION 5.08.
	  	Ownership of Property; Liens	  	 	106108	 
	 SECTION 5.09.
	  	Environmental Compliance	  	 	106108	 
	 SECTION 5.10.
	  	Taxes	  	 	107109	 
	 SECTION 5.11.
	  	ERISA Compliance	  	 	107109	 
	 SECTION 5.12.
	  	Subsidiaries; Equity Interests	  	 	107109	 
	 SECTION 5.13.
	  	Margin Regulations; Investment Company Act	  	 	108110	 
	 SECTION 5.14.
	  	Disclosure	  	 	108110	 
	 SECTION 5.15.
	  	Intellectual Property; Licenses, Etc	  	 	108110	 
	 SECTION 5.16.
	  	Solvency	  	 	108110	 
	 SECTION 5.17.
	  	Subordination of Junior Financing	  	 	108110	 
	 SECTION 5.18.
	  	USA PATRIOT Act, Etc	  	 	109111	 
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	111	 
			
	 SECTION 6.01.
	  	Financial Statements	  	 	109111	 
	 SECTION 6.02.
	  	Certificates; Other Information	  	 	110112	 
	 SECTION 6.03.
	  	Notices	  	 	111113	 
	 SECTION 6.04.
	  	Payment of Obligations	  	 	112114	 
	 SECTION 6.05.
	  	Preservation of Existence, Etc	  	 	112114	 
	 SECTION 6.06.
	  	Maintenance of Properties	  	 	112114	 
	 SECTION 6.07.
	  	Maintenance of Insurance	  	 	112114	 
	 SECTION 6.08.
	  	Compliance with Laws	  	 	112114	 
	 SECTION 6.09.
	  	Books and Records	  	 	112114	 
	 SECTION 6.10.
	  	Inspection Rights	  	 	112114	 
	 SECTION 6.11.
	  	Covenant to Guarantee Obligations and Give Security	  	 	113115	 
	 SECTION 6.12.
	  	Compliance with Environmental Laws	  	 	114116	 
	 SECTION 6.13.
	  	Further Assurances	  	 	114116	 
	 SECTION 6.14.
	  	Designation of Subsidiaries	  	 	115117	 
	 SECTION 6.15.
	  	Post-Closing Matters	  	 	115117	 
	 SECTION 6.16.
	  	Maintenance of Flood Insurance	  	 	116118	 
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	118	 
			
	 SECTION 7.01.
	  	Liens	  	 	116118	 
	 SECTION 7.02.
	  	Investments	  	 	119121	 
	 SECTION 7.03.
	  	Indebtedness	  	 	122124	 
	 SECTION 7.04.
	  	Fundamental Changes	  	 	126128	 
	 SECTION 7.05.
	  	Dispositions	  	 	128130	 
	 SECTION 7.06.
	  	Restricted Payments	  	 	129131	 
	 SECTION 7.07.
	  	Change in Nature of Business	  	 	132134	 
	 SECTION 7.08.
	  	Transactions with Affiliates	  	 	132134	 
	 SECTION 7.09.
	  	Burdensome Agreements	  	 	132134	 
	 SECTION 7.10.
	  	Use of Proceeds	  	 	133135	 
	 SECTION 7.11.
	  	Accounting Changes	  	 	133135	 
	 SECTION 7.12.
	  	Prepayments, Etc. of Indebtedness	  	 	133135	 
	 SECTION 7.13.
	  	Equity Interests of Certain Restricted Subsidiaries	  	 	134136	 
	 SECTION 7.14.
	  	Financial Covenant	  	 	134136	 


  
 -ii- 













							
	 SECTION 7.15.
	  	Covenant Suspension	  	 	134136	 
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	137	 
			
	 SECTION 8.01.
	  	Events of Default	  	 	135137	 
	 SECTION 8.02.
	  	Remedies Upon Event of Default	  	 	137139	 
	 SECTION 8.03.
	  	Exclusion of Immaterial Subsidiaries	  	 	137140	 
	 SECTION 8.04.
	  	Application of Funds	  	 	138140	 
	 SECTION 8.05.
	  	Borrower’s Right to Cure	  	 	138141	 
		
	 ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS
	  	 	141	 
			
	 SECTION 9.01.
	  	Appointment and Authorization of Agents	  	 	139141	 
	 SECTION 9.02.
	  	Delegation of Duties	  	 	140142	 
	 SECTION 9.03.
	  	Liability of Agents	  	 	140142	 
	 SECTION 9.04.
	  	Reliance by Agents	  	 	140142	 
	 SECTION 9.05.
	  	Notice of Default	  	 	140143	 
	 SECTION 9.06.
	  	Credit Decision; Disclosure of Information by Agents	  	 	141143	 
	 SECTION 9.07.
	  	Indemnification of Agents	  	 	141143	 
	 SECTION 9.08.
	  	Agents in their Individual Capacities	  	 	141144	 
	 SECTION 9.09.
	  	Successor Agents	  	 	142144	 
	 SECTION 9.10.
	  	Administrative Agent May File Proofs of Claim	  	 	142144	 
	 SECTION 9.11.
	  	Collateral and Guaranty Matters	  	 	143145	 
	 SECTION 9.12.
	  	Other Agents; Arrangers, Amendment No. 4 Arrangers and Managers, Amendment No. 5 Lead Arrangers,
Amendment No. 6 Lead Arrangers	  	 	144146	 
	 SECTION 9.13.
	  	Appointment of Supplemental Administrative Agents	  	 	144146	 
	 SECTION 9.14.
	  	Certain ERISA Matters.	  	 	144147	 
		
	 ARTICLE X MISCELLANEOUS
	  	 	148	 
			
	 SECTION 10.01.
	  	Amendments, Etc	  	 	146148	 
	 SECTION 10.02.
	  	Notices and Other Communications; Facsimile Copies	  	 	148150	 
	 SECTION 10.03.
	  	No Waiver; Cumulative Remedies	  	 	148151	 
	 SECTION 10.04.
	  	Attorney Costs and Expenses	  	 	149151	 
	 SECTION 10.05.
	  	Indemnification by the Borrower and Limitation on Liability	  	 	149151	 
	 SECTION 10.06.
	  	Payments Set Aside	  	 	150152	 
	 SECTION 10.07.
	  	Successors and Assigns	  	 	150152	 
	 SECTION 10.08.
	  	Confidentiality	  	 	156158	 
	 SECTION 10.09.
	  	Setoff	  	 	157159	 
	 SECTION 10.10.
	  	Interest Rate Limitation	  	 	157159	 
	 SECTION 10.11.
	  	Counterparts	  	 	157160	 
	 SECTION 10.12.
	  	Integration	  	 	157160	 
	 SECTION 10.13.
	  	Survival of Representations and Warranties	  	 	158160	 
	 SECTION 10.14.
	  	Severability	  	 	158160	 
	 SECTION 10.15.
	  	Tax Forms	  	 	158160	 
	 SECTION 10.16.
	  	GOVERNING LAW	  	 	159162	 
	 SECTION 10.17.
	  	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	160162	 
	 SECTION 10.18.
	  	Binding Effect	  	 	160162	 
	 SECTION 10.19.
	  	[Reserved].	  	 	160162	 
	 SECTION 10.20.
	  	Lender Action	  	 	160162	 
	 SECTION 10.21.
	  	USA PATRIOT Act	  	 	160163	 
	 SECTION 10.22.
	  	Agent for Service of Process	  	 	160163	 
	 SECTION 10.23.
	  	Amendment and Restatement; No Novation; Reaffirmation	  	 	161163	 
	 SECTION 10.24.
	  	Cross-Guaranty	  	 	161164	 
	 SECTION 10.25.
	  	No Fiduciary Duty	  	 	161164	 
	 SECTION 10.26.
	  	Judgment Currency	  	 	162164	 
	 SECTION 10.27.
	  	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	162164	 
	 SECTION 10.28.
	  	Acknowledgement Regarding Any Supported QFC	  	 	163165	 


  
 -iii- 












 SCHEDULES 
  

			
	I	  	Guarantors
	1.01A	  	Certain Security Interests and Guarantees
	1.01B	  	Unrestricted Subsidiaries
	1.01C	  	Excluded Subsidiaries
	1.01D	  	Existing Letters of Credit
	2.01(a)(i)	  	Dollar Term Commitment
	2.01(a)(ii)	  	Euro Term Commitment
	2.01(b)	  	Revolving Credit Commitment
	2.03(a)(ii)(B)	  	Certain Letters of Credit
	5.05	  	Certain Liabilities
	5.10	  	Taxes
	5.11(a)	  	ERISA Compliance
	5.12	  	Subsidiaries and Other Equity Investments
	7.01(b)	  	Existing Liens
	7.02(g)	  	Existing Investments
	7.03(b)	  	Existing Indebtedness
	7.04(f)	  	Subsidiaries to be Dissolved
	7.05(k)	  	Dispositions
	7.08	  	Transactions with Affiliates
	7.09	  	Existing Restrictions
	10.02	  	Administrative Agent’s Office, Certain Addresses for Notices

 EXHIBITS 
 Form of 

 

			
	A	  	Committed Loan Notice
	B	  	Swing Line Loan Notice
	C-1	  	Dollar Term Note
	C-2	  	Euro Term Note
	C-3	  	Revolving Credit Note
	D	  	Compliance Certificate
	E	  	Assignment and Assumption
	F	  	Guaranty
	G	  	Security Agreement
	H	  	Opinion Matters — Counsel to Loan Parties
	I	  	Intellectual Property Security Agreement
	J-1	  	Affiliated Lender Assignment and Assumption
	J-2	  	Affiliated Lender Notice
	J-3	  	Acceptance and Prepayment Notice
	J-4	  	Discount Range Prepayment Notice
	J-5	  	Discount Range Prepayment Offer
	J-6	  	Solicited Discounted Prepayment Notice
	J-7	  	Solicited Discounted Prepayment Offer
	J-8	  	Specified Discount Prepayment Notice
	J-9	  	Specified Discount Prepayment Response


  
 -iv- 












 CREDIT AGREEMENT 

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 20, 2014 (as amended by Amendment No. 1 on
December 1, 2014, as further amended by Amendment No. 2 on December 9, 2016, as further amended by Amendment No. 3 on October 18, 2017, as further amended by Amendment No. 4 on May 17, 2019 and2019, as further amended by Amendment No. 5 on February 22, 2021 and as
further amended by Amendment No. 6 on September 29, 2021), among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC,
a Delaware limited liability company (“Holdings”), JPMORGAN CHASE BANK, N.A. (as successor to the Former Agent (as defined below)), as Administrative Agent, Collateral Agent, Swing Line Lender and as an L/C Issuer, and each lender
from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). 

PRELIMINARY STATEMENTS 
 The
Borrower has entered into the Credit Agreement, dated as of April 10, 2007 (as amended and/or restated and/or otherwise modified from time to time prior to the Restatement Effective Date, the “Existing Credit Agreement”) with
the Former Agent, as administrative agent, the lenders named therein and the other parties thereto. 
 The Borrower has requested, and the
Lenders party hereto on the Restatement Effective Date (as defined below) have agreed, that the Existing Credit Agreement be amended and restated as set forth herein. 

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

ARTICLE I 

Definitions and Accounting Terms 

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

“2014 Incremental Dollar Term Loans” means the Incremental Term Loans designated as Dollar Term Loans made by certain Dollar
Term Lenders pursuant to Amendment No. 1. 
 “2014 Incremental Euro Term Loans” means the Incremental Term Loans
designated as Euro Term Loans made by certain Euro Term Lenders pursuant to Amendment No. 1. 
 “2021 Incremental Dollar Term B-3 Borrowing” means a borrowing pursuant to Section 2.01(a)(v)
consisting of Dollar Term B-3 Loans of the same Type made by the 2021 Incremental Dollar Term B-3 Lender and, in the case of Eurodollar Rate Loans, having the same Interest Period. 

“2021 Incremental
 Dollar Term B-3 Commitment” means, as to the 2021 Incremental Dollar Term B-3 Lender, its obligation to make a Dollar Term B-3 Loan on the Amendment No. 6 Effective Date to the Borrower pursuant to Section 2.01(a)(v) in an
aggregate principal amount not to exceed $450,000,000, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such 2021
Incremental Dollar Term B-3 Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension Agreement. The aggregate amount of the 2021 Incremental Dollar Term
B-3Commitments on the Amendment No. 6 Effective Date is $450,000,000. 

“2021 Incremental Dollar Term B-3 Lender” means JPMorgan Chase Bank, N.A. 
 “2024 Senior Notes” has the meaning set forth in
Section 2.12. 












“2030
Senior Notes” means the $650,000,000 3.500% senior unsecured notes due 2030 issued by the Borrower on or around the Amendment No. 6 Effective Date. 

“Acceptable Discount” has the meaning set forth in Section 2.05(a)(iv)(D)(2). 

“Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(iv)(D)(3). 

“Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in
substantially the form of Exhibit J-3. 
 “Acceptance Date” has the meaning set forth in
Section 2.05(a)(iv)(D)(2). 
 “Acquired EBITDA” means, with respect to any Acquired Entity or Business or any
Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in
the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), as applicable, all as determined on a consolidated basis for such
Acquired Entity or Business or Converted Restricted Subsidiary, as applicable. 
 “Acquired Entity or Business” has the
meaning specified in the definition of the term “Consolidated EBITDA”. 
 “Additional Dollar Term B-3 Lender”
means JPMorgan Chase Bank, N.A. 
 “Additional Lender” has the meaning specified in Section 2.14(a). 

“Additional Refinancing Lender” has the meaning set forth in Section 2.19(a). 

“Adjusted EURIBOR Rate” means, with respect to any Eurodollar Borrowing denominated in Euros for any Interest Period, an
interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing denominated in Dollars for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMorgan Chase Bank, N.A. (as successor to the Former Agent), in its capacity as administrative
agent under 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 as the Administrative Agent may from time to time
notify the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent. 
 “Affected Financial Institution” means (a) any EEA Financial Institution or
(b) any UK Financial Institution. 
 “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “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. 

  
 2 












 “Affiliated Lender” means the Sponsor or any Affiliate of the Sponsor other
than (a) Holdings, the Borrower or any of its Subsidiaries and (b) any Debt Fund Affiliate. 
 “Affiliated Lender
Assignment and Assumption” has the meaning set forth in Section 10.07(l)(i). 
 “Affiliated Lender Cap” has
the meaning set forth in Section 10.07(l)(iii). 
 “Agent-Related Persons” means the Agents, together with their
respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. 

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if
any). 
 “Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreed Currencies” means Dollars and Euro. 

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof. 
 “Agreement Currency” has the meaning specified in Section 10.26. 

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront
fees or an Adjusted LIBO Rate floor, Adjusted EURIBOR Rate floor or Base Rate floor; provided that OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the
time of its incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees or other fees payable to any lead
arranger (or its affiliates) (regardless of whether paid in whole or in part to any or all Lenders) in connection with the commitment or syndication of such Indebtedness. 

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of December 1, 2014, among Holdings, the
Borrower, the Lenders party thereto and the Former Agent. 
 “Amendment No. 1 Effective Date” has the meaning
specified in Amendment No. 1. For the avoidance of doubt, the Amendment No. 1 Effective Date constitutes an Incremental Facility Closing Date hereunder. 

“Amendment No. 2” means that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of
December 9, 2016, among Holdings, the Borrower, the Lenders party thereto and the Former Agent. 
 “Amendment No. 2
Effective Date” means the date on which all of the conditions contained in Section 2 of Amendment No. 2 have been satisfied or waived by the Former Agent. 

“Amendment No. 3” means that certain Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of
October 18, 2017 among Holdings, the Borrower, the Lenders party thereto and the Former Agent. 
 “Amendment No. 3
Effective Date” means the date on which all of the conditions contained in Section 2 of Amendment No. 3 have been satisfied or waived by the Former Agent. 

“Amendment No. 4” means that certain Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of
May 17, 2019 among Holdings, the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent. 

“Amendment No. 4 Arrangers” means the Amendment No. 4 Lead Arrangers and the Amendment No. 4 Co-Managers. 


  
 3 












 “Amendment No. 4 Co-Managers” means Deutsche Bank Securities Inc.,
Wells Fargo Securities, LLC, Barclays Bank PLC and Mizuho Bank, Ltd., each in its capacity as a co-manager and documentation agent under amendment No. 4. 

“Amendment No. 4 Effective Date” means the date on which all of the conditions contained in Section 2 of Amendment
No. 4 have been satisfied or waived by the Administrative Agent. 
 “Amendment No. 4 Lead Arrangers” means
JPMorgan Chase Bank, N.A., RBC Capital Markets, BofA Securities, Inc. and UBS Securities LLC, each in its capacity as a joint lead arranger and joint bookrunner under Amendment No. 4. 

“Amendment No. 5” means that certain Amendment No. 5 to Amended and Restated Credit Agreement, dated as of
February 22, 2021 among Holdings, the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent. 

“Amendment No. 5 Dollar Term B-3 Consenting Lender” means each Dollar Term B-2 Lender that has returned an executed
counterpart to Amendment No. 5 to the Administrative Agent prior to the Amendment No. 5 Effective Date. 
 “Amendment
No. 5 Effective Date” means the date on which all of the conditions contained in Section 2 of Amendment No. 5 have been satisfied or waived by the Administrative Agent. 

“Amendment No. 5 Lead Arrangers” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., RBC Capital
Markets, Mizuho Bank, Ltd., Goldman Sachs Bank USA and Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and joint bookrunner under Amendment No. 5. 

“Amendment
 No. 6” means that certain Amendment No. 6 to Amended and Restated Credit Agreement, dated as of September 29, 2021 among Holdings, the Borrower, the Guarantors, the Lenders party thereto and the Administrative
Agent. 
 Amendment No. 6 Effective Date” means the date on which all of the conditions contained in Section 2 of
Amendment No. 6 have been satisfied or waived by the Administrative Agent.  

“Amendment
 No. 6 Lead Arrangers” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Royal Bank of Canada, Mizuho Bank, Ltd., Goldman Sachs Bank USA, Wells Fargo Securities, LLC and UBS Securities LLC, each in its capacity
as a joint lead arranger and joint bookrunner under Amendment No. 6. 

“Applicable Discount” has the meaning set forth in Section 2.05(a)(iv)(C)(2). 

“Applicable Rate” means: 

(a) (x) prior to the Amendment No. 3 Effective Date, (i) in respect of the Dollar Term Loans, a percentage per
annum equal to, in the case of Eurodollar Loans, 2.75% and, in the case of Base Rate Loans, 1.75% and (ii) in respect of the Euro Term Loans that are Eurodollar Loans, a percentage per annum equal to 2.50% and (y) on and after the
Amendment No. 3 Effective Date, (i) in respect of the Dollar Term Loans, a percentage per annum equal to, in the case of Eurodollar Loans, 2.25% and, in the case of Base Rate Loans, 1.25% and (ii) in respect of the Euro Term Loans
that are Eurodollar Loans, a percentage per annum equal to 1.75%; and 
 (b) on and after the Revolving Effective Date, in
respect of the Revolving Credit Facility, a percentage per annum equal to (i) initially, in the case of Eurodollar Loans, 2.25%, and in the case of Base Rate Loans, 1.25% and (ii) on and after the first Business Day after the Revolving
Effective Date on which a Compliance Certificate was required to have been delivered under Section 6.02(a), a percentage per annum equal to the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 

  
 4 












 Applicable Rate 

 

									
	 Pricing Level
	 	 Total Leverage Ratio
	 	 Eurodollar Revolving Credit
Loans and Letter of Credit
Fees
	 	 Base Rate for Revolving Credit
Loans
	 	 Commitment Fee Rate

	 1
	 	> 4.50:1.00	 	2.25%	 	1.25%	 	0.50%
	 2
	 	< 4.50:1.00	 	2.00%	 	1.00%	 	0.375%

 Any increase or decrease in the Applicable Rate resulting from a change in the Total 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 that, at the option of the Administrative Agent or the Required Lenders, Pricing
Level 1 shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and
be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply); 

(c) on and after the Amendment No. 4 Effective Date, in respect of the Dollar Term B-2 Loans, a percentage per annum equal to, in the
case of Eurodollar Loans, 2.25% and, in the case of Base Rate Loans, 1.25%; and 
 (d) on and after the Amendment No. 5 Effective Date,
in respect of the Dollar Term B-3 Loans, a percentage per annum equal to, in the case of Eurodollar Loans, 2.00% and, in the case of Base Rate Loans, 1.00%; 

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class,
(b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans
are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 
 “Approved Fund” means, with respect to
any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. 

“Arrangers” means MSSF, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman
Sachs Bank USA, Jefferies Finance LLC and Deutsch Bank Securities Inc., each in its capacity as a Joint Lead Arranger under this Agreement. 

“Asset Percentage” has the meaning specified in Section 2.05(b)(ii)(A). 

“Assignees” has the meaning specified in Section 10.07(b). 

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E. 

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal
counsel. 
 “Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 

  
 5 












 “Auction Agent” means (a) the Administrative Agent or (b) any
other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(iv);
provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to
act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent. 

“Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and its consolidated
Subsidiaries for the fiscal year ended June 30, 2011, 2012 and 2013, and the related audited consolidated and combined statements of operations, business/stockholders’ equity and cash flows for such fiscal years of the Borrower and its
consolidated Subsidiaries, including the notes thereto. 
 “Auto-Renewal Letter of Credit” has the meaning specified in
Section 2.03(b)(iii). 
 “Available Amount” means, at any time (the “Reference Date”), an amount
equal to the sum of (a) $47,100,000 plus the greater of (i) Cumulative Excess Cash Flow that is Not Otherwise Applied and (ii) the Available Amount Percentage of Consolidated Net Income for the Available Amount Reference Period (or in
the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (b) to the extent not utilized in connection with other transactions permitted pursuant to Section 7.12, the aggregate
amount of Retained Declined Proceeds retained by the Borrower during the period from and including the Business Day immediately following the Restatement Effective Date through and including the Reference Date; plus (c) the aggregate
amount of net cash proceeds of Scheduled Dispositions received by the Borrower or any Restricted Subsidiary during the period from and including the Business Day immediately following the Restatement Effective Date through and including the
Reference Date; plus (d) the amount of any capital contributions or Net Cash Proceeds from Permitted Equity Issuances (or issuance of debt securities that have been converted or exchanged into Qualified Equity Interests) (other than any
capital contributions or equity or debt issuances to the extent utilized in connection with other transactions permitted pursuant to Sections 7.02, 7.06 or 7.12) received or made by the Borrower (or any direct or indirect parent thereof and
contributed by such parent to the Borrower) during the period from and including the Business Day immediately following the Restatement Effective Date through and including the Reference Date; plus (e) to the extent not (i) already
included in the calculation of Consolidated Net Income of the Borrower and the Restricted Subsidiaries or (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clause (h) below, the
aggregate amount of all cash dividends and other cash distributions received by the Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately
following the Restatement Effective Date through and including the Reference Date; plus (f) to the extent not (A) already included in the calculation of Consolidated Net Income of the Borrower and the Restricted Subsidiaries or
(B) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clause (h) below, the aggregate amount of all cash repayments of principal received by the Borrower or any Restricted Subsidiary
from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Restatement Effective Date through and including the Reference Date in respect of loans or advances made by
the Borrower or any Restricted Subsidiary to such Minority Investments or Unrestricted Subsidiaries; plus (g) to the extent not (i) already included in the calculation of Consolidated Net Income of the Borrower and the Restricted
Subsidiaries, (ii) already reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clause (h) below, or (iii) are used to prepay Term Loans in accordance with Section 2.05(b)(i), the
aggregate amount of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any Minority Investment or Unrestricted Subsidiary during the
period from and including the Business Day immediately following the Restatement Effective Date through and including the Reference Date; minus (h) the aggregate amount of any Investments made pursuant to Section 7.02(o)(ii) (net of any
return of capital in respect of such Investment or deemed reduction in the amount of such Investment including, without limitation, upon the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary or the Disposition of any such
Investment), any Restricted Payment made pursuant to Section 7.06(k)(iii) or any payment made pursuant to Section 7.12(a)(iv)(2)(C) during the period commencing on the Restatement Effective Date and ending on prior to the Reference Date
(and, for purposes of this clause (h), without taking account of the intended usage of the Available Amount on such Reference Date). 

  
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 “Available Amount Percentage” means (i) at any time that the condition
set forth in clause (ii) is not satisfied, 50% and (ii) at any time that the Senior Secured Leverage Ratio as of the most recent Test Period is less than 3.25:1.00, 75%. 

“Available Amount Reference Period” means, with respect to any Reference Date, the period commencing at the beginning of the
fiscal quarter in which the Restatement Effective Date occurred and ending on the last day of the most recent fiscal quarter or fiscal year, as applicable, for which financial statements required to be delivered pursuant to Section 6.01(a) or
Section 6.01(b), and the related Compliance Certificate required to be delivered pursuant to Section 6.02(a), have been received by the Administrative Agent. 

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any
tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including,
for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.03. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution. 
 “Bail-In Legislation” means (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to
the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not
a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one
month Interest Period, the LIBO Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the
Benchmark Replacement has been determined pursuant to Section 3.03), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt,
if the Base Rate as determined pursuant to the foregoing would (x) with respect to Base Rate Loans that are Term Loans, be less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement and (y) with respect to Base
Rate Loans that are Revolving Credit Loans, be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. 

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

“Benchmark” means, initially, Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 3.03. 

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be
determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in Euros, “Benchmark Replacement” shall mean the alternative set forth in (3) below: 

  
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 (1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment; 
 (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; 

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body
or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time and
(b) the related Benchmark Replacement Adjustment; 
 provided that, in the case of clause (1), such Unadjusted Benchmark
Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, solely with respect to a Loan
denominated in dollars, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement
Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first
proviso above). 
 If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the
Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement: 
 (1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: 

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for the applicable Corresponding Tenor; 
 (b) the spread adjustment (which may be a positive or negative value or zero) as of
the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to
such Benchmark for the applicable Corresponding Tenor; and 
 (2) for purposes of clause (3) of the definition of “Benchmark
Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable
Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time; 

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. 

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

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect
to such then-current Benchmark: 
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition
Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)
permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); 
 (2) in the case of
clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or 

(3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the
Lenders and the Borrower pursuant to Section 3.03(c); or 
 (4) in the case of an Early Opt-in Election, the sixth (6th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early
Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders. 

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

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

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

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

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time
that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with Section 3.03 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03. 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the
Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. § 1841(k)) of such party. 
 “Borrower” has the meaning specified in the introductory paragraph to
this Agreement. 
 “Borrower Offer of Specified Discount Prepayment” means the offer by any Company Party to make a
voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(iv)(B). 
 “Borrower Solicitation
of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to
Section 2.05(a)(iv)(C). 
 “Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any
Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(iv)(D). 

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing of a particular Class, as the
context may require. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market. 

  
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 “Capital Expenditures” means, for any period, the aggregate of (a) all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or
equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period, (c) the value of all assets under Capitalized Leases incurred by the Borrower
and the Restricted Subsidiaries during such period (other than as a result of purchase accounting) and (d) less any capital grants received from a Governmental Authority that are reflected as a reduction of fixed assets in conformity with GAAP;
provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds
paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of
equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such
time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute
any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary
and for which none of the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such
period), (vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person
reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be
included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (vii) expenditures that
constitute Permitted Acquisitions, (viii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries or (ix) any non-cash
compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries. 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that any obligations of the
Borrower or its Restricted Subsidiaries either existing on the Restatement Effective Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of the Borrower as capital lease
obligations and (ii) that are subsequently recharacterized as capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under this Agreement (including, without limitation, the
calculation of Consolidated Net Income and Consolidated EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness. 

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized
leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet in accordance with GAAP; provided, further, that
for purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat leases in a manner consistent with its current treatment under generally accepted accounting principles as of the Restatement Effective Date,
notwithstanding any modifications or interpretive changes thereto that may occur thereafter. 
 “Captive Insurance
Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower designated to the Administrative Agent in writing as a ‘Captive Insurance Subsidiary’ and established for the purpose of, and to be engaged solely in the
business of, insurance with respect to the businesses or property, whether real, personal or intangible, owned or operated by the Borrower or any of its Subsidiaries. 

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be
reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries. 

  
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 “Cash Collateral” has the meaning specified in Section 2.03(f). 

“Cash Collateral Account” means a blocked account at a commercial bank to be agreed between the Administrative Agent and the
Borrower (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably
satisfactory to the Administrative Agent. 
 “Cash Collateralize” has the meaning specified in Section 2.03(f). 

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted
Subsidiary: 
 (1) Dollars; 

(2) (a) Sterling, Euros or any national currency of any participating member state of the EMU or (b) in the case of
any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any
agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of
acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the
case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

(5) repurchase obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered
into with any financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial paper
and variable or fixed rate notes rated at least P-1 by Moody’s or at least A-1 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical
rating agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s
with maturities of 24 months or less from the date of acquisition; 
 (7) marketable short-term money market and similar
securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized
statistical rating agency selected by the Borrower) and in each case maturing within 24 months after the date of creation or acquisition thereof; 

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political
subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency) with maturities of 24 months or less from the date of acquisition; 
 (9) readily
marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of 24 months or less from the date of acquisition; 

  
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 (10) Investments with average maturities of 12 months or less from the date
of acquisition in money market funds rated within the top three ratings category by S&P or Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency); 
 (11) securities with maturities of 12 months or less from the date of acquisition
backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; and 

(12) investment funds investing 90% of their assets in securities of the types described in clauses (1) through
(11) above. 
 In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country
outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (8) and clauses (10), (11) and (12) above of foreign obligors, which
Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are
Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (12) and in this paragraph. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses
(1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. At any
time at which the value, calculated in accordance with GAAP, of all investments of the Borrower and its Restricted Subsidiaries that were deemed, when made, to be Cash Equivalents in accordance with clauses (1) through (12) above exceeds
the Indebtedness of the Borrower and its Restricted Subsidiaries, “Cash Equivalents” shall also mean any investment (a “Qualifying Investment”) that satisfies the following two conditions: (a) the Qualifying
Investment is of a type described in clauses (1) through (11) and the immediately preceding paragraph of this definition, but has an effective maturity (whether by reason of final maturity, a put option or, in the case of an asset-backed
security, an average life) of five years and one month or less from the date of such Qualifying Investment (notwithstanding any provision contained in such clauses (1) through (11) or the immediately preceding paragraph requiring a shorter
maturity); and (b) the weighted average effective maturity of such Qualifying Investment and all other investments that were made as Qualifying Investments in accordance with this paragraph, does not exceed two years from the date of such
Qualifying Investment. 
 “Cash Management Bank” means any Person that is a Lender or any Affiliate of a Lender at the time
such cash management services are entered into providing treasury, depository and/or cash management services to the Borrower or any Restricted Subsidiary or conducting any automated clearing house transfers of funds. 

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Lender or any
Affiliate of a Lender in respect of any overdraft, credit card processing, credit or debit card, purchase card, and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of
funds. 
 “Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of
any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. 

“Change in Law” means the occurrence, after Restatement Effective Date, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of, or the compliance by any Lender with, any request, rule, guideline or directive (whether or 

  
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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; provided that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform and Consumer
Protection Act or pursuant to Basel III after the Restatement Effective Date, then such Lender shall be compensated only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such
Lender is a lender under. 
 “Change of Control” means the earliest to occur of 

(a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having
a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if, 

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders
otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests of
Holdings at such time, or 
 (ii) at any time upon or after the consummation of a Qualifying IPO, and for any reason
whatsoever, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of
more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of Holdings, and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the
Permitted Holders; or 
 (b) any “Change of Control” (or any comparable term) in any document pertaining to the
High Yield Notes or any Permitted Refinancing thereof, the Unsecured Term Loan or any Permitted Refinancing thereof or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount, or 

(c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a direct wholly owned subsidiary of
(i) Holdings or (ii) if any Intermediate Holding Company is formed, the Intermediate Holding Company that is a direct parent of the Borrower. 

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to
a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Incremental Revolving Credit Commitments, Extended Revolving Credit Commitments of a
given Extension Series, Other Revolving Credit Commitments of a given Refinancing Series, Dollar Term Commitments, Euro Term Commitments, Incremental Term Commitments, Dollar Term B-2 Commitments, Dollar Term B-3 Commitments, Incremental Dollar Term
B-3 Commitments, 2021 Incremental Dollar Term B-3 Commitments or
Refinancing Term Commitments of a given Refinancing Series and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Incremental Revolving Credit
Loans, Revolving Credit Loans under Extended Revolving Credit Commitments of a given Extension Series, Revolving Credit Loans under Other Revolving Credit Commitments, Dollar Term Loans made pursuant to Section 2.01(a)(i), Euro Term Loans made
pursuant to Section 2.01(a)(ii), Dollar Term B-2 Loans made pursuant to Section 2.01(a)(iii), Dollar Term B-3 Loans made pursuant to Section 2.01(a)(iv), Incremental Term Loans, Refinancing


  
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Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series, Revolving Credit Commitments, Incremental Revolving Credit Commitments, Extended Revolving Credit
Commitments, Other Revolving Credit Commitments, Term Commitments, Incremental Term Commitments or Refinancing Term Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be
construed to be in the same Class; provided that, for the avoidance of doubt, the (x) Dollar Term B-3 Loans made by the Additional
Dollar Term B-3 Lender pursuant to Section 2.01(a)(iv) and
(y) Dollar Term B-3 Loans made by the Incremental Dollar Term B-3 Lender pursuant to Section 2.01(a)(iv)
and Dollar Term B-3 Loans made by the 2021 Incremental Dollar Term B-3 Lender pursuant to
Section 2.01(a)(v) shall be of the same Class. 
 “Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto. 

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged
Properties. 
 “Collateral Agent” means JPMorgan Chase Bank, N.A. (as successor to the Former Agent), in its capacity as
collateral agent under any of the Loan Documents, or any successor collateral agent. 
 “Collateral and Guarantee
Requirement” means, at any time, the requirement that: 
 (a) the Administrative Agent (as successor to the Former
Agent) shall have received each Collateral Document required to be delivered on the Original Effective Date pursuant to Section 4.01(a)(iii) of the Existing Credit Agreement or pursuant to Section 6.11 or Section 6.13 of the Existing
Credit Agreement or this Agreement at such time, duly executed by each Loan Party thereto; 
 (b) all Obligations shall have
been unconditionally guaranteed (the “Guarantees”) by Holdings and each Restricted Subsidiary (other than any Excluded Subsidiary) that is a wholly-owned Material Domestic Subsidiary including those that are listed on Schedule
I hereto (each, a “Guarantor”); 
 (c) all guarantees issued or to be issued in respect of the Senior
Subordinated Notes (i) shall be subordinated to the Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding
Guarantee; 
 (d) the Obligations and the Guarantees shall have been secured by a first-priority security interest in
(i) all the Equity Interests of the Borrower, (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under
Section 7.03(g)) of each wholly-owned Material Domestic Subsidiary of Holdings, the Borrower or any Guarantor that is a direct Subsidiary of Holdings, the Borrower or any Guarantor and (iii) 65% of the issued and outstanding voting Equity
Interests (and 100% of the issued and outstanding non-voting Equity Interests, if any) of each wholly-owned Material Foreign Subsidiary that is directly owned by the Borrower, or any Domestic Subsidiary of the Borrower that is a Guarantor. 

(e) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees
shall have been secured by a perfected security interest (other than in the case of mortgages, to the extent such security interest may be perfected by delivering certificated securities, filing UCC financing statements or making any necessary
filings with the United States Patent and Trademark Office or United States Copyright Office) in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts receivable
(other than any Securitization Assets), inventory, equipment, investment property, intercompany notes, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the
priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties; 

  
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 (f) none of the Collateral shall be subject to any Liens other than Liens
permitted by Section 7.01; and 
 (g) the Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to each Material Real Property required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title
insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with
such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may
reasonably request with respect to any such Mortgaged Property. 
 The foregoing definition shall not require the creation or perfection of
pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of creating or perfecting
such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. 

The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and
surveys with respect to particular assets where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this
Agreement or the Collateral Documents. 
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any
other Loan Document to the contrary, (a) with respect to leases of real property entered into by any Loan Party, such Loan Party shall not be required to take any action with respect to creation or perfection of security interests with respect
to such leases, (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the
applicable jurisdiction, as agreed between the Administrative Agent and the Borrower, (c) the Collateral and Guarantee Requirement shall not apply to any of the following assets: (i) any fee-owned real property that is not a Material Real
Property and any leasehold interests in real property, (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights and commercial tort claims, (iii) assets a pledge thereof or a security interest therein
is prohibited by law or by agreements containing anti-assignment clauses not overridden by Uniform Commercial Code or other applicable law, (iv) assets (including deposit and securities accounts) specifically requiring perfection through
control agreements, and (v) any assets as to which the Administrative Agent and the Borrower agree that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security
to be afforded thereby. 
 “Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property
Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to
the Administrative Agent and the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the
Administrative Agent for the benefit of the Secured Parties. 
 “Commitment” means a Revolving Credit Commitment,
Incremental Revolving Credit Commitment, Extended Revolving Credit Commitment of a given Extension Series, Other Revolving Credit Commitment of a given Refinancing Series, Dollar Term Commitment, Euro Term Commitment, Dollar Term B-2 Commitment,
Dollar Term B-3 Commitment, Incremental Dollar Term B-3 Commitment, 2021 Incremental Dollar Term B-3 Commitment,
Incremental Term Commitment or Refinancing Term Commitment of a given Refinancing Series as the context may require. 

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a
conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

  
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 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §
1 et seq.). 
 “Company” has the meaning specified in Section 5.18(b). 

“Company Party” means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and
“Company Party” means any one of them. 
 “Compensation Period” has the meaning specified in
Section 2.12(c)(ii). 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D.

 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount
of depreciation and amortization expense, including the amortization of deferred financing fees or costs and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise
determined in accordance with GAAP. 
 “Consolidated EBITDA” means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period: 
 (a) increased (without duplication) by the following, in each case
to the extent deducted in determining Consolidated Net Income for such period: 
 (i) provision for taxes based on income or
profits or capital, including, without limitation, federal, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and
not added back) in calculating such Consolidated Net Income; plus 
 (ii) Consolidated Interest Expense of such Person
for such period (including (x) net losses or any obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and (z) costs of surety bonds in
connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in sub-clauses (t) to (z) of clause (a) of the definition thereof) to the extent the same were deducted (and not added back)
in calculating such Consolidated Net Income; plus 
 (iii) Consolidated Depreciation and Amortization Expense of such
Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus 

(iv) any expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment,
acquisition, disposition, or recapitalization permitted hereunder or the incurrence of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges
related to the Senior Notes, the Senior Subordinated Notes, the Unsecured Term Loan, the Loans and any credit facilities and (B) any amendment or other modification of the Senior Notes, the Senior Subordinated Notes, the Unsecured Term Loan,
the Loans and the credit facilities and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 

(v) the amount of any restructuring charges, integration costs or other business optimization expenses, costs associated with
establishing new facilities or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Original Effective Date, and costs related to
the closure and/or consolidation of facilities; plus 

  
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 (vi) any other non-cash charges, (collectively, the “Non-Cash
Charges”) including any write offs or write downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash
payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 

(vii) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to
minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 

(viii) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities
and expenses paid or accrued in such period to the Sponsor to the extent permitted under Section 7.08 and deducted (and not added back) in such period in computing Consolidated Net Income; plus 

(ix) the amount of net cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be
realized as a result of specified actions taken, committed to be taken or expected in good faith to be taken no later than twenty four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings,
operating expense reductions and synergies had been realized on the first day of such period for which Consolidated EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety
of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings and synergies are reasonably identifiable and factually supportable; plus 

(x) any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net
cash proceeds of an issuance of Equity Interest of the Borrower (other than Disqualified Equity Interest) solely to the extent that such net cash proceeds are excluded from the calculation of Available Amount; plus 

(xi) any net loss from disposed, abandoned or discontinued operations, including, for the avoidance of doubt, operating losses
related to the closure of the Borrower’s Nexus facility; plus 
 (xii) cash receipts (or any netting arrangements
resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph
(b) below for any previous period and not added back; plus 
 (xiii) interest income or investment earnings on
retiree medical and intellectual property, royalty or license receivables; plus 
 (xiv) [reserved]; plus 

(xv) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in
connection with a Qualified Securitization Financing; 

  
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 (b) decreased (without duplication) by the following, in each case to the
extent included in determining Consolidated Net Income for such period: 
 (i) non-cash gains increasing Consolidated Net
Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect
to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus 

(ii) any net income from disposed, abandoned or discontinued operations; and 

(c) increased or decreased without duplication, as applicable, by any adjustments resulting from the application of FASB
Interpretation No. 45 (Guarantees). 
 There shall be included in determining Consolidated EBITDA for any period, without duplication,
(A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so
acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an
“Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each a “Converted Restricted Subsidiary”), based on the actual
Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted
Acquisition” and compliance with the covenant set forth in Section 7.14, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such
period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. For purposes of determining the Interest Coverage
Ratio, Total Leverage Ratio, First Lien Leverage Ratio and the Senior Secured Leverage Ratio, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an
Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed
of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the
actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition. 

“Consolidated First Lien Debt” means, as of any date of determination, (a) the aggregate principal amount of
Indebtedness of the Borrower and the Restricted Subsidiaries that is secured by a first priority Lien that is pari passu with the Lien securing the Obligations on any asset or property of the Borrower and its Restricted Subsidiaries
outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition),
consisting of (i) Loans and Unreimbursed Amounts hereunder, (ii) any Indebtedness incurred pursuant to Section 7.03(e) and (iii) any other Indebtedness for borrowed money or debt obligations evidenced by promissory notes or
similar instruments that are secured by a Lien, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by
Section 7.01(s) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated First Lien Debt shall not
include (i) all Letters of Credit, except to the extent of Unreimbursed Amounts thereunder, (ii) obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes or (iii) Indebtedness
in respect of any Qualified Securitization Financing. 
 “Consolidated Interest Expense” means, with respect to any Person
for any period, without duplication, the sum of: 
 (a) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par,
(ii) all commissions, discounts and other fees and charges owed with respect to letters of 

  
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credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of obligations under
any Swap Contracts or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, made (less net payments, if any, received) pursuant to interest rate
obligations under any Swap Contracts with respect to Indebtedness, and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with the Transaction or
any acquisition, (u) penalties and interest relating to taxes, (v) any additional interest owing pursuant to the registration rights agreement with respect to the Senior Notes, the Senior Subordinated Notes or other securities,
(w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges
(including any interest expense) related to any Qualified Securitization Financing, and (z) any accretion of accrued interest on discounted liabilities; plus 

(b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued;
less 
 (c) interest income for such period. 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated Lease Expense” means, for any period, all rental expenses of the Borrower and the Restricted Subsidiaries
during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges
and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent
such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a
consolidated basis in accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any Person for any period,
the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication, 

(a) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating
thereto) or expenses (including relating to the Transaction Expenses or any multi-year strategic initiatives), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

 (b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles and
changes as a result of the adoption or modification of accounting policies during such period, 
 (c) any net after-tax gains
or losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 
 (d) any after-tax effect of
gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business shall be excluded,

 (e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, 

  
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 (f) solely for the purpose of calculating the Available Amount, the Net
Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date
of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or
governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of
the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the
extent not already included therein, 
 (g) effects of adjustments (including the effects of such adjustments pushed down to
the Borrower and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue and debt line items in such Person’s consolidated
financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 

(h) any after-tax effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii) obligations under
any Swaps Contracts or (iii) other derivative instruments shall be excluded, 
 (i) any impairment charge or asset
write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case,
pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, 
 (j) any non-cash
compensation charge or expense, including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, 

(k) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any
acquisition, Investment, Disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to
the Original Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, 

(l) [reserved], and 

(m) the following items shall be excluded: 

(i) any net unrealized gain or loss (after any offset) resulting in such period from obligations under any Swap Contracts and
the application of Statement of Financial Accounting Standards No. 133; and 
 (ii) any net unrealized gain or loss
(after any offset) resulting in such period from currency translation gains or losses including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk. 

  
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 In addition, to the extent not already included in the Consolidated Net Income of such
Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and
charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder. 

“Consolidated Senior Secured Debt” means, as of any date of determination, (a) the aggregate principal amount of
Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of
purchase accounting in connection with any Permitted Acquisition), consisting of (i) Loans and Unreimbursed Amounts hereunder, (ii) any Indebtedness incurred pursuant to Section 7.03(e) and (iii) any other Indebtedness for
borrowed money or debt obligations evidenced by promissory notes or similar instruments that are secured by a Lien, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than
nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as
of such date; provided that Consolidated Senior Secured Debt shall not include (i) all Letters of Credit, except to the extent of Unreimbursed Amounts thereunder, (ii) obligations under Swap Contracts entered into in the ordinary
course of business and not for speculative purposes or (iii) Indebtedness in respect of any Qualified Securitization Financing. 

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of
the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in
connection with any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate
amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(t))
included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Total Debt shall not include (i) all Letters of Credit, except to the extent of Unreimbursed Amounts
thereunder, (ii) obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes or (iii) Indebtedness in respect of any Qualified Securitization Financing. 

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of (i) all amounts (other than cash
and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date and
(ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet
of the Borrower and the Restricted Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (a) the current portion of any Funded Debt, (b) all Indebtedness consisting of Revolving Credit
Loans, Swing Line Loans and L/C Obligations to the extent otherwise included therein, (c) the current portion of interest, (d) the current portion of current and deferred income taxes, (e) the current portion of any Capitalized Lease
Obligations and (f) deferred revenue arising from cash receipts that are earmarked for specific projects. 
 “Contract
Consideration” has the meaning specified in the definition of “Excess Cash Flow”. 
 “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” has the meaning specified in the definition of “Affiliate”. 

“Converted Dollar Term B-2 Loan” means, as to any Amendment No. 5 Dollar Term B-3 Consenting Lender that has indicated
on its counterpart to Amendment No. 5 that it is requesting to convert its Dollar Term B-2 Loans to Dollar Term B-3 Loans, the entire aggregate principal amount of such Amendment No. 5 Dollar Term B-3 Consenting Lender’s Dollar Term
B-2 Loan outstanding immediately prior to the Amendment No. 5 Effective Date (or, if less, the amount notified to such Lender by the Administrative Agent prior to the Amendment No. 5 Effective Date). 

  
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 “Converted Restricted Subsidiary” has the meaning specified in the
definition of “Consolidated EBITDA”. 
 “Corresponding Tenor” with respect to any Available Tenor means, as
applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 

“Converted Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA”. 

“Covenant Suspension Event” has the meaning specified in Section 7.15(a). 

“Covered Entity” means any of the following: 
  

	 	(i)	 a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); 


  

	 	(ii)	 a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or 


  

	 	(iii)	 a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b). 


 “Covered Party” has the meaning assigned to it in Section 10.28. 

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

“Cumulative Excess Cash Flow” means the sum of Excess Cash Flow (but not less than zero for any period) for the fiscal year
ending on June 30, 2014 and Excess Cash Flow for each succeeding and completed fiscal year (it being understood that no Excess Cash Flow generated during any period shall be deemed to be Cumulative Excess Cash Flow until the financial
statements for such period are delivered pursuant to Section 6.01(a) and the related Compliance Certificate is delivered pursuant to Section 6.02(a)). 

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that, if the Administrative
Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 

“Debt Fund Affiliate” means (i) any fund managed by, or under common management with GSO Capital Partners LP, Blackstone
Tactical Opportunities Fund L.P. or Blackstone Real Estate Debt Strategies L.P., (ii) any fund managed by GSO Debt Funds Management LLC, Blackstone Debt Advisors L.P., Blackstone Distressed Securities Advisors L.P., Blackstone Mezzanine
Advisors L.P. or Blackstone Mezzanine Advisors II L.P., and (iii) any other Affiliate of Holdings that is a bona fide debt fund or an investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans,
bonds and similar extensions of credit in the ordinary course of business. 
 “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 and affecting the rights of creditors generally. 

  
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 “Declined Proceeds” has the meaning specified in Section 2.05(b)(vi).

 “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Default Rate” means an interest rate equal to (a) the Base
Rate plus (b) the Applicable Rate applicable to Revolving Credit Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurodollar Loan, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws. 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable. 
 “Defaulting Lender” means, subject to Section 2.20(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 Borrower in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including 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 Borrower, the Administrative Agent or any L/C Issuer or 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 Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any
Debtor Relief Law, (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 or (iii) become the subject of a Bail-In Action; 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 shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer, each Swing Line Lender and each Lender. 

“Designated Equity Contribution” has the meaning specified in Section 8.05(a). 

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a
Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which
amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition). 

“Discount Prepayment Accepting Lender” has the meaning set forth in Section 2.05(a)(iv)(B)(2). 

“Discount Range” has the meaning set forth in Section 2.05(a)(iv)(C)(1). 

  
 24 












 “Discount Range Prepayment Amount” has the meaning set forth in
Section 2.05(a)(iv)(C)(1). 
 “Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of
Discount Range Prepayment Offers made pursuant to Section 2.05(a)(iv)(C) substantially in the form of Exhibit J-4. 

“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit
J-5, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date” has the meaning set forth in Section 2.05(a)(iv)(C)(1). 

“Discount Range Proration” has the meaning set forth in Section 2.05(a)(iv)(C)(3). 

“Discounted Prepayment Determination Date” has the meaning set forth in Section 2.05(a)(iv)(D)(3). 

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower
Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited
Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(iv)(B)(1), Section 2.05(a)(iv)(C)(1) or Section 2.05(a)(iv)(D)(1), respectively, unless a shorter period is agreed to between the Borrower and the
Auction Agent. 
 “Discounted Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(iv)(A). 

“Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component definitions used therein)
were references to such Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary and its Subsidiaries) or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or
Business or such Converted Unrestricted Subsidiary. 
 “Disposition” or “Dispose” means the sale,
transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) 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; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to
another Person. 
 “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any
security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests),
pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior
repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Term Loan Maturity Date. 

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

  
 25 












 “Dollar Amount” means, for any amount, at the time of determination
thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in Euros, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with Euros last
provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a
rate of exchange for the purchase of Dollars with Euros, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion
(or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion)
and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion. 

“Dollar Term Borrowing” means a borrowing
pursuant to Section 2.01(a)(i) consisting of Dollar Term Loans of the same Type made by the Dollar Term Lenders and, in the case of Eurodollar Loans, having the same Interest Period.

 “Dollar Term B-2 Borrowing” means a borrowing pursuant to Section 2.01(a)(iii) consisting of Dollar Term B-2
Loans of the same Type made by the Initial Dollar Term B-2 Lender and, in the case of Eurodollar Loans, having the same Interest Period. 
 “Dollar Term B-3 Borrowing” means a borrowing pursuant to Section 2.01(a)(iv) consisting of Dollar Term B-3 Loans of the same Type made by the
Additional Dollar Term B-3 Lender and the Amendment No. 5 Dollar Term B-3 Consenting Lenders and, in the case of Eurodollar Rate Loans, having the same Interest Period.  

“Dollar Term Commitment” means, as to each
Dollar Term Lender, its obligation to make a Dollar Term Loan to the Borrower pursuant to Section 2.01(a)(i) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01(a)(i) under the caption “Dollar Term Commitment” or in the Assignment and Assumption pursuant to which such Dollar Term Lender becomes a party hereto, as applicable, as such commitment may be (a) reduced from time to
time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing
Amendment or (iv) an Extension Agreement. The aggregate amount of the Dollar Term Commitments on the Amendment No. 1 Effective Date is $1,496,500,000. 

“Dollar Term B-2 Commitment” means, as to the Initial Dollar Term B-2 Lender, its obligation to make a Dollar Term B-2 Loan
to the Borrower pursuant to Section 2.01(a)(iii) in an aggregate principal amount not to exceed $950,000,000, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time
to time pursuant to (i) assignments by or to such Initial Dollar Term B-2 Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension Agreement. The aggregate
amount of the Dollar Term B-2 Commitments on the Amendment No. 4 Effective Date is $950,000,000. 
 “Dollar Term B-2 Lender” means, at any time, any Lender that has a Dollar Term B-2 Loan at such
time. 

“Dollar
 Term B-2 Loan” means a Loan made pursuant to Section 2.01(a)(iii) that is outstanding under this Agreement immediately prior to the Amendment No. 5 Effective Date.  

“Dollar
 Term B-2 Note” means a promissory note of the Borrower payable to any Dollar Term B-2 Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar
Term B-2 Lender resulting from the Dollar Term B-2 Loans made by such Dollar Term B-2 Lender.  

“Dollar
 Term B-3 Borrowing” means a borrowing pursuant to Section 2.01(a)(iv) consisting of Dollar Term B-3 Loans of the same Type made by the Additional Dollar Term B-3 Lender and the Amendment No. 5 Dollar Term B-3 Consenting Lenders
and, in the case of Eurodollar Rate Loans, having the same Interest Period.  

  
 26 












 “Dollar Term B-3 Commitment” means the obligation of the Additional Dollar
Term B-3 Lender to make a Dollar Term B-3 Loan on the Amendment No. 5 Effective Date to the Borrower pursuant to Amendment No. 5 in an aggregate principal amount equal to the excess of $933,375,000 over the aggregate principal amount of
Converted Dollar Term B-2 Loans, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Additional Dollar Term B-3
Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension Agreement. 

“Dollar Term Lender” means, at any time,
any Lender that has a Dollar Term Loan at such time. 
 “Dollar Term B-2 Lender” means, at any time, any Lender that has a Dollar Term B-2 Loan at such
time. 
 “Dollar Term B-3 Lender” means, at any time, any
Lender that has a Dollar Term B-3 Loan at such time. 

“Dollar Term Loan” means a Loan made
pursuant to Section 2.01(a)(i). 
 “Dollar Term B-2 Loan” means a Loan made pursuant to Section 2.01(a)(iii) that is outstanding under this Agreement immediately prior to the Amendment
No. 5 Effective Date.  
 “Dollar Term B-3 Loan”
means (x) the Loans made by the Additional Dollar Term B-3
Lender pursuant to Section 2.01(a)(iv)(B)
and, (y) the Loans made by the Incremental
Dollar Term B-3 Lender pursuant to Section 2.01(a)(iv)(C) and (z) the Loans made by the 2021
Incremental Dollar Term B-3 Lender pursuant to Section 2.01(a)(v). 
 “Dollar Term B-3 Note” means a promissory note of the Borrower payable to any Dollar Term B-3 Lender or its
registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Term B-3 Lender resulting from the Dollar Term B-3 Loans made by such Dollar Term B-3 Lender.  

“Dollar
 Term Borrowing” means a borrowing pursuant to Section 2.01(a)(i) consisting of Dollar Term Loans of the same Type made by the Dollar Term Lenders and, in the case of Eurodollar Loans, having the same Interest Period. 

“Dollar
 Term Commitment” means, as to each Dollar Term Lender, its obligation to make a Dollar Term Loan to the Borrower pursuant to Section 2.01(a)(i) in an aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01(a)(i) under the caption “Dollar Term Commitment” or in the Assignment and Assumption pursuant to which such Dollar Term Lender becomes a party hereto, as applicable, as such commitment may be
(a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental
Amendment, (iii) a Refinancing Amendment or (iv) an Extension Agreement. The aggregate amount of the Dollar Term Commitments on the Amendment No. 1 Effective Date is $1,496,500,000.


“Dollar
 Term Lender” means, at any time, any Lender that has a Dollar Term Loan at such time. 

“Dollar Term Note” means a promissory note
of the Borrower payable to any Dollar Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Term Lender resulting from the
Dollar Term Loans made by such Dollar Term Lender. 
 “Dollar Term B-2 Note” means a promissory note of the Borrower payable to any Dollar Term B-2 Lender or its registered assigns, in substantially the form of
Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Term B-2 Lender resulting from the Dollar Term B-2 Loans made by such Dollar Term B-2 Lender.  

“Dollar
 Term Loan” means a Loan made pursuant to Section 2.01(a)(i). 

  
 27 













“Dollar Term B-3 Note” means a promissory
note of the Borrower payable to any Dollar Term B-3 Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Term B-3 Lender
resulting from the Dollar Term B-3 Loans made by such Dollar Term B-3 Lender.  

“Dollar
 Term Note” means a promissory note of the Borrower payable to any Dollar Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Term
Lender resulting from the Dollar Term Loans made by such Dollar Term Lender. 

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the
District of Columbia. 
 “Early Opt-in Election” means 

(a) in the case of Loans denominated in Dollars, the occurrence of: 

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other
parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based
upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and 

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the
Administrative Agent of written notice of such election to the Lenders; and 
 (b) in the case of Loans denominated in Euros, the occurrence
of: 
 (1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative
Agent (with a copy to the Borrower) that the Required Lenders have determined that syndicated credit facilities denominated in Euros being executed at such time, or that include language similar to that contained in Section 3.03 are being
executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and 
 (2)
(i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such
election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent. 

“ECF Percentage” has the meaning specified in Section 2.05(b)(i). 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution
established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b). 

  
 28 












 “EMU” means the economic and monetary union as contemplated in the Treaty
on European Union. 
 “Environmental Laws” means any and all Laws relating to pollution, the protection of the environment,
natural resources or to the release of any Hazardous Materials into the environment, or, to the extent relating to exposure to Hazardous Materials, human health. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities) of any 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. 

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any
applicable Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares, interests,
rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from
such Person of any of the foregoing (including through convertible securities). 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not
incorporated) that is under common control with any Loan Party and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition of withdrawal liability or
notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA (or, after the effectiveness of the Pension Act, that is in endangered or critical status, within the meaning of Section 305 of
ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability
under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (g) on and after the effectiveness of the Pension Act, a determination that any
Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code). 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor Person), as in effect from time to time. 
 “EURIBOR Interpolated Rate” means, at any time, with respect to any
Eurodollar Borrowing denominated in Euros and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and
binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is shorter than
the Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR Screen Rate is available for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time;
provided that, if any EURIBOR Interpolated Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement. 

  
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 “EURIBOR Rate” means, with respect to any Eurodollar Borrowing denominated
in Euros and for any Interest Period, the EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate shall not be available at such
time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate. 

“EURIBOR Screen Rate” means, means the euro interbank offered rate administered by the European Money Markets Institute (or
any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement
Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET days prior to the
commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company. If the EURIBOR Screen Rate shall be
less than 0.50%, the EURIBOR Screen Rate shall be deemed to be 0.50% for purposes of this Agreement. 
 “Euro” and
“EUR” means the lawful single currency of the European Union. 
 “Euro Amount” means, at any time,
(a) with respect to any Loan or Commitment denominated in Euros, the principal amount thereof then outstanding, and (b) with respect to any Loan or Commitment denominated in Dollars, the principal amount thereof then outstanding in
Dollars, converted to Euros in accordance with Section 1.08. 
 “Euro Currency Equivalent” means, for any amount of
Euros, at the time of determination thereof, (a) if such amount is expressed in Euros, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in Euros determined by using the rate of exchange for the
purchase of Euros with Dollars last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding the date of determination or if
such service ceases to be available or ceases to provide a rate of exchange for the purchase of Euros with Dollars, as provided by such other publicly available information service which provides that rate of exchange at such time in place of
Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any
method of determination it deems appropriate in its sole discretion). 
 “Euro Term Borrowing” means a borrowing pursuant
to Section 2.01(a)(ii) consisting of Euro Term Loans of the same Type made by the Euro Term Lenders and, in the case of Eurodollar Loans, having the same Interest Period. 

“Euro Term Commitment” means, as to each Euro Term Lender, its obligation to make a Euro Term Loan to the Borrower pursuant
to Section 2.01(a)(ii) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a)(ii) under the caption “Euro Term Commitment” or in the Assignment and Assumption
pursuant to which such Euro Term Lender becomes a party hereto, as applicable, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to
(i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension Agreement. The aggregate amount of the Euro Term Commitments on
the Amendment No. 1 Effective Date is €322,125,000. 
 “Euro Term Lender” means, at any time, any Lender that has
a Euro Term Loan at such time. 
 “Euro Term Loan” means a Loan made pursuant to Section 2.01(a)(ii). 

  
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 “Euro Term Note” means a promissory note of by the Borrower payable to any
Euro Term Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Euro Term Lender resulting from the Euro Term Loans made by such Euro Term Lender. 

“Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate or the Adjusted EURIBOR Rate. 
 “Event
of Default” has the meaning specified in Section 8.01. 
 “Excess Cash Flow” means, with respect to the
Borrower and its Domestic Subsidiaries for any period, an amount equal to the excess of: 
 (a) the sum, without duplication,
of: 
 (i) Consolidated Net Income of the Borrower and its Domestic Subsidiaries for such period, 

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in
arriving at such Consolidated Net Income, 
 (iii) decreases in Consolidated Working Capital of the Borrower and its Domestic
Subsidiaries for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries completed during such period or the application of purchase accounting), and 

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries that
are Domestic Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over 

(b) the sum, without duplication, of: 

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges
included in clauses (a) through (f) of the definition of Consolidated Net Income, 
 (ii) without duplication of
amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property made by the Borrower or any of its Domestic Subsidiaries in cash during such period, except to the
extent that such Capital Expenditures or acquisitions were financed with the proceeds of incurrence or issuance of Indebtedness of the Borrower or any Restricted Subsidiary that is a Domestic Subsidiary, 

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries that are
Domestic Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a
Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line
Loans and (Z) all prepayments in respect of any other revolving credit facility, except, in the case of clauses (Y) and (Z), to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period,
except to the extent financed with the proceeds of incurrence or issuance of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Domestic Subsidiary, 

  
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 (iv) an amount equal to the aggregate net non-cash gain on Dispositions by
the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, 

(v) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the
Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries completed during such period or the application of purchase accounting), 

(vi) cash payments by the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries during such period in respect
of long-term liabilities of the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries other than Indebtedness (including such Indebtedness specified in clause (b)(iii) above), 

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of
Investments and acquisitions made during such period to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries, 

(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(k) to the extent such Restricted
Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries, 

(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries that are Domestic
Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, 

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the
Restricted Subsidiaries that are Domestic Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, 

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be
paid in cash by the Borrower or any of the Restricted Subsidiaries that are Domestic Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted
Acquisitions, Capital Expenditures or acquisitions of intellectual property to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the
aggregate amount of internally generated cash flow actually utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the
Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and 

(xii) the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent
they exceed the amount of tax expense deducted in determining such Consolidated Net Income for such period. 
 “Exchange
Act” means the Securities Exchange Act of 1934. 
 “Exchange Rate” means on any day with respect to any currency
other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear
on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for 

  
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displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of
the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of
Dollars for delivery two Business Days later. 
 “Excluded Swap Obligation” means, with respect to any Guarantor,
(a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an
“eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 10.24 and any other applicable agreement for the benefit of such Guarantor and any and
all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such
Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section
2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and the Hedge Bank applicable to such Swap Obligations. 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 the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this
definition. 
 “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any
Securitization Subsidiary and any Captive Insurance Subsidiary, (c) each Subsidiary listed on Schedule 1.01C hereto, (d) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (e) any Domestic
Subsidiary that is a Subsidiary of a Foreign Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary
thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (f) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted
Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (g) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other
consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (h) each Unrestricted Subsidiary. 

“Excluded Taxes” has the meaning specified in Section 3.01(a). 

“Existing Class” shall mean each Class of Existing Revolving Credit Loans and Existing Revolving Credit Commitments and each
Existing Term Loan Class. 
 “Existing Credit Agreement” has the meaning specified in the preliminary statements to this
Agreement. 
 “Existing Letters of Credit” means the letters of credit listed on Schedule 1.01D hereof and outstanding as
of the Restatement Effective Date. 
 “Existing Mortgage” means each Mortgage made in favor of the Administrative Agent (as
successor to the Former Agent) on behalf of the Lenders in connection with the Existing Credit Agreement. 
 “Existing Revolving
Credit Commitment” has the meaning specified in Section 2.16(a). 
 “Existing Revolving Credit Loans” has the
meaning specified in Section 2.16(a). 
 “Existing Term Loan Class” has the meaning specified in Section 2.18(a).


  
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 “Exiting Lender” has the meaning specified in Section 10.23. 

“Extended Revolving Credit Commitment” has the meaning specified in Section 2.16(a). 

“Extended Revolving Credit Loans” has the meaning specified in Section 2.16(a). 

“Extended Term Loans” has the meaning specified in Section 2.18(a). 

“Extending Lender” has the meaning specified in Section 2.16(b). 

“Extending Term Lender” has the meaning specified in Section 2.18(b). 

“Extension Agreement” has the meaning specified in Section 2.16(c). 

“Extension Election” has the meaning specified in Section 2.16(b). 

“Extension Series” shall mean all Extended Revolving Credit Commitments that are established pursuant to the same Extension
Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended Revolving Credit Commitments, provided or therein are intended to be a part of any previously established Extension Series)
and that provide for the same interest margins, extension fees, if any, and amortization schedule. 
 “Facility” means the
Dollar Term Loans made pursuant to Section 2.01(a)(i), the Euro Term Loans made pursuant to Section 2.01(a)(ii), the Dollar Term B-2 Loans made pursuant to Section 2.01(a)(iii), the Dollar Term B-3 Loans made pursuant to
Section 2.01(a)(iv), a given Class of Incremental Term Loans, a given Refinancing Series of Refinancing Term Loans, a given Extension Series of Extended Term Loans, the Revolving Credit Facility, a given Class of Incremental Revolving Credit
Commitments, a given Refinancing Series of Other Revolving Credit Commitments, a given Extension Series of Extended Revolving Credit Commitments, as the context may require. 

“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, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any
intergovernmental agreements entered into in connection with the implementation of such Sections 1471 through 1474 of the Code (or any such amended or successor version thereof). 

“FCPA” has the meaning specified in Section 5.18. 

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate;
provided that if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. 

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

“First Lien Intercreditor Agreement” means an intercreditor agreement between (a) the Collateral Agent and (b) one
or more collateral agents or representatives for the holders of certain Indebtedness issued or incurred pursuant to Section 7.03 that is intended to be secured on a pari passu basis with the Obligations. 

“First Lien Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Debt as of
the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period. 
 “Flood Hazard
Property” has the meaning specified in Section 4.01(a)(xii). 

  
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 “Floor” means the benchmark rate floor, if any, provided in this Agreement
initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate or EURIBOR Rate, as applicable. 

“Foreign Casualty Event” has the meaning specified in Section 2.05(b). 

“Foreign Disposition” has the meaning specified in Section 2.05(b). 

“Foreign Lender” has the meaning specified in Section 10.15(a)(i). 

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or
entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States. 
 “Foreign
Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which is not a Domestic Subsidiary. 

“Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP
in good faith by a Responsible Officer, without intercompany eliminations. 
 “Former Agent” means Morgan Stanley Senior
Funding, Inc., as former administrative agent, former collateral agent, former swing line lender and former L/C issuer. 
 “Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations with respect to 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 Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such
Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof. 
 “Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course. 

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more
than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement
that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans. 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time;
provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. 
 “Governmental Authority” means any nation or
government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 

  
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 “Granting Lender” has the meaning specified in Section 10.07(i). 

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of 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 monetary obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary 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 monetary obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other monetary 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 monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations
in effect on the Restatement Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantors” has the meaning specified in the definition of “Collateral and Guarantee Requirement”. 

“Guaranty” means (a) the guaranty made by Holdings and the other Subsidiary Guarantors on the Original Effective Date in
favor of the Administrative Agent (as successor to the Former Agent) on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or 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
applicable Environmental Law. 
 “Hedge Bank” means any Person that is a Lender, an Arranger or an Affiliate of the
foregoing at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto. 
 “HMT” has the
meaning specified in Section 5.18(b)(i). 
 “High Yield Notes” means the Senior Notes and the Senior Subordinated
Notes. 
 “High Yield Notes Documentation” means the High Yield Notes, and all documents executed and delivered with
respect to the High Yield Notes, including the High Yield Notes Indentures. 
 “High Yield Notes Indentures” means the
Senior Notes Indenture and the Senior Subordinated Notes Indenture. 
 “Holdings” has the meaning specified in the
introductory paragraph to this Agreement. 
 “Honor Date” has the meaning specified in Section 2.03(c)(i). 

“Identified Participating Lenders” has the meaning set forth in Section 2.05(a)(iv)(C)(3). 

  
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 “Identified Qualifying Lenders” has the meaning set forth in
Section 2.05(a)(iv)(D)(3). 
 “Impacted EURIBOR Rate Interest Period” has the meaning assigned to such term in the
definition of “EURIBOR Rate.” 
 “Impacted LIBO Rate Interest Period” has the meaning assigned to such term in
the definition of “LIBO Rate.” 
 “Incremental Amendment” has the meaning specified in Section 2.14(a). 

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

“Incremental Dollar Term B-3 Borrowing” means a borrowing pursuant to Section 2.01(a)(iv) consisting of Dollar Term B-3
Loans of the same Type made by the Incremental Dollar Term B-3 Lender and, in the case of Eurodollar Rate Loans, having the same Interest Period 

“Incremental Dollar Term B-3 Commitment” means, as to the Incremental Dollar Term B-3 Lender, its obligation to make a Dollar
Term B-3 Loan to the Borrower pursuant to Section 2.01(a)(iv) in an aggregate principal amount not to exceed $66,625,000, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to (i) assignments by or to such Incremental Dollar Term B-3 Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension
Agreement. The aggregate amount of the Incremental Dollar Term B-3 Commitments on the Amendment No. 5 Effective Date is $66,625,000. 

“Incremental Dollar Term B-3 Lender” means JPMorgan Chase Bank, N.A. 

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(a). 

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

“Incremental Revolving Credit Loans” has the meaning specified in Section 2.14(a). 

“Incremental Term Commitments” has the meaning specified in Section 2.14(a). 

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

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes,
loan agreements or other similar instruments; 
 (b) the maximum amount (after giving effect to any prior drawings or
reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the
account of such Person; 
 (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 (i) trade
accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable); 

(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 and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse; 

  
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 (f) all Attributable Indebtedness; 

(g) all obligations of such Person in respect of Disqualified Equity Interests; and 

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing. 

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; provided that Indebtedness of any direct
or indirect parent of the Borrower appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP shall be excluded. 

For all purposes hereof, the Indebtedness of any Person shall (A) 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, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to
the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any
roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice. 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 Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered
thereby as determined by such Person in good faith. 
 “Indemnified Liabilities” has the meaning specified in
Section 10.05. 
 “Indemnified Taxes” has the meaning specified in Section 3.01(a). 

“Indemnitees” has the meaning specified in Section 10.05. 

“Information” has the meaning specified in Section 10.08. 

“Initial Dollar Term B-2 Lender” means JPMorgan Chase Bank, N.A. 

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form
attached as Exhibit I, together with each other Intellectual Property Security Agreement Supplement executed and delivered pursuant to Section 6.11. 

“Intellectual Property Security Agreement Supplement” has the meaning specified in the Intellectual Property Security
Agreement. 
 “Interest Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA
of the Borrower for such Test Period to (b) Consolidated Interest Expense for such Test Period. 
 “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 of the Facility under which such Loan was made; provided that if any Interest Period
for a Eurodollar Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; provided that the Amendment No. 5 Effective Date shall be an Interest Payment Date with respect to all
Dollar Term B-2 Loans outstanding on such date immediately prior to the Amendment No. 5 Effective Date. 

  
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 “Interest Period” means, as to each Eurodollar Loan, the period commencing
on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurodollar Loan, twelve months or less
than one month thereafter, as selected by the Borrower in its Committed 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 (other than an Interest Period having a duration of less than one month)
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 of the Facility under which such
Loan was made. 
 “Intermediate Holding Company” means any Subsidiary of Holdings that, directly or indirectly, owns 100%
of the issued and outstanding Equity Interests of the Borrower. 
 “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 or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of Indebtedness 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 (excluding, in the case of the
Borrower and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or
(c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of
such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating agency selected by the Borrower. 

“IP Rights” has the meaning specified in Section 5.15. 

“IRS” means the United States Internal Revenue Service. 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto. 
 “Judgment Currency” has the meaning specified in Section 10.26. 

“Junior Financing” has the meaning specified in Section 7.12(a). 

“Junior Financing Documentation” means any documentation governing any Junior Financing. 

  
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 “Latest Maturity Date” means, at any date of determination, the latest
Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing Term Loan, any Refinancing Term Commitment, any Extended Term Loan, any Extended Revolving Credit Commitment, any
Incremental Term Loans, any Incremental Revolving Credit Commitments or any Other Revolving Credit Commitments, in each case as extended in accordance with this Agreement from time to time. 

“Latest Term Loan Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Term Loan,
including the latest maturity date of any Refinancing Term Loan, any Refinancing Term Commitment, any Extended Term Loan, any Incremental Term Loans, in each case as extended in accordance with this Agreement from time to time 

“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. 

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

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit
pursuant to Section 2.03, as such commitment is set forth on Schedule III to Amendment No. 5 or if an L/C Issuer has entered into an Assignment and Assumption, the amount set forth for such L/C Issuer as its L/C Commitment in the Register
maintained by the Administrative Agent. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. 
 “L/C Issuer” means
JPMorgan Chase Bank, N.A., Barclays Bank PLC, Royal Bank of Canada, Bank of America, N.A. and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(j) or 10.07(k), in each case, in its capacity as an issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder. 
 “L/C Obligation” means, as at any date of
determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit (whether or not such maximum amount is then in effect under any such Letter of Credit if such maximum amount increases periodically
pursuant to the terms of such Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings. 

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an
L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “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 Borrower and the Administrative Agent. 

“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of
Credit may be a commercial letter of credit or a standby letter of credit. 
 “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 relevant L/C Issuer. 

  
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 “Letter of Credit Expiration Date” means the day that is five
(5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). 

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of
the Revolving Credit Commitments. 
 “LIBO Interpolated Rate” means, at any time, with respect to any Eurodollar Borrowing
denominated in Dollars and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that is shorter than the
Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such
time; provided that if any LIBO Interpolated Rate shall be less than (x) with respect to Term Loans, 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement or (y) with respect to Revolving Credit Loans, 0.00%, such
rate shall be deemed to be 0.00% for the purposes of this Agreement. 
 “LIBO Rate” means, with respect to any Eurodollar
Borrowing denominated in Dollars and for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be
available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”) with respect to Dollars then the LIBO Rate shall be the LIBO Interpolated Rate. 

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing denominated in Dollars and for any
Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on
such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on
the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be
less than (x) with respect to Term Loans, 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement and (y) with respect to Revolving Credit Loans, 0.00%, such rate shall be deemed to be 0.00% for the purposes of this
Agreement. 
 “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 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 Capitalized 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 Term Loan, a Revolving Credit
Loan or a Swing Line Loan (including any Incremental Term Loans and any extensions of credit under any Revolving Commitment Increases). 

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the
Collateral Documents and (v) each Letter of Credit Application. 
 “Loan Parties” means, collectively, (i) the
Borrower, (ii) Holdings and (iii) each other Guarantor that satisfies the Collateral and Guarantee Requirement. 

“Management Stockholders” means the members of management of Holdings or any direct or indirect parent thereof or any of its
Subsidiaries, including the Borrower, who are investors in Holdings or any direct or indirect parent thereof. 

  
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 “Market Capitalization” means an amount equal to (i) the total number
of issued and outstanding shares of common Equity Interests of Holdings on the date of the declaration of a Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the
principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment. 

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

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual
or contingent) or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under
any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document. 

“Material Domestic Subsidiary” means, at any date of determination, each of the Borrower’s Domestic Subsidiaries
(a) whose total assets at the last day of the most recent Test Period were equal to or greater than 5% of the Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were
equal to or greater than 5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that “Material Domestic Subsidiary” shall also
include any of the Borrower’s Subsidiaries selected by the Borrower which is required to ensure that all Material Domestic Subsidiaries have in the aggregate (i) total assets at the last day of the most recent Test Period that were equal
to or greater than 95% of the total assets of the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries at such date and (ii) gross revenues for such Test Period that were equal to or greater than 95% of the consolidated gross
revenues of the Borrower and the Restricted Subsidiaries that are Domestic Subsidiaries for such period, in each case determined in accordance with GAAP; provided further that in no case shall Material Domestic Subsidiary mean any Domestic
Subsidiary that has no material assets other than Equity Interests of one or more (i) Foreign Subsidiaries that are controlled foreign corporations that are related to the Borrower with the meaning of Section 864(d) of the Code or
(ii) Domestic Subsidiaries that are described in this proviso. 
 “Material Foreign Subsidiary” means, at any date of
determination, each of the Borrower’s Foreign Subsidiaries (a) whose total assets at the last day of the most recent Test Period were equal to or greater than 5% of the Total Assets of the Borrower and the Restricted Subsidiaries at such
date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP;
provided that “Material Foreign Subsidiary” shall also include any of the Borrower’s Subsidiaries selected by the Borrower which is required to ensure that all Material Foreign Subsidiaries have in the aggregate (i) total
assets at the last day of the most recent Test Period that were equal to or greater than 95% of the total assets of the Borrower and the Restricted Subsidiaries that are Foreign Subsidiaries at such date and (ii) gross revenues for such Test
Period that were equal to or greater than 95% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries that are Foreign Subsidiaries for such period, in each case determined in accordance with GAAP. 

“Material Real Property” means any real property owned by any Loan Party with a book value in excess of $15,000,000. 

“Material Subsidiary” means any Material Domestic Subsidiary or any Material Foreign Subsidiary. 

“Maturity Date” means (a) with respect to the Dollar Term Loans and the Euro Term Loans, May 20, 2024;
(b) with respect to the Revolving Credit Facility, the earlier of (i) May 17, 2024 and (ii) the 91st day prior to the maturity of the Dollar Term Loans and/or the Euro Term Loans, as applicable, or any Permitted Refinancing
thereof if on such 91st day, any of the Dollar Term Loans and/or the Euro Term Loans, as applicable, remain outstanding; (c) with respect to the Dollar Term B-2 Loans, the earlier of (i) May 17, 2026 and (ii) the 91st day prior
to the maturity of the 2024 Senior Notes or any Permitted Refinancing thereof if on such 91st day, any of the 2024 Senior Notes remain outstanding; (d) with respect to the Dollar Term B-3 Loans, February 22, 2028, (e) with respect to
any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable Revolving Credit Extension Request or Term Loan Extension


  
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Request, as applicable, accepted by the respective Lender or Lenders; (f) with respect to any Refinancing Term Loans or Other Revolving Credit Commitments, the final maturity date applicable
thereto as specified in the applicable Refinancing Amendment; and (g) with respect to any Incremental Term Loans or Incremental Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable Incremental
Amendment; provided, in each case, that if such date is not a Business Day, then the applicable Maturity Date shall be the next succeeding Business Day. 

“Maximum Rate” has the meaning specified in Section 10.10. 

“Minority Investment” means any person (other than a Subsidiary) in which the Borrower or any Restricted Subsidiary owns
capital stock. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgage” means each deed of trust, trust deed, hypothec and mortgage, in each case, as amended, amended and restated or
otherwise modified from time to time, made by the Loan Parties in favor or for the benefit of the Administrative Agent (as successor to the Former Agent) on behalf of the Lenders in connection with the Existing Credit Agreement, and any other
mortgage executed and delivered pursuant to Section 6.11. 
 “Mortgage Amendment” has the meaning specified in
Section 6.15(i). 
 “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii). 

“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee
Requirement. 
 “MSSF” means Morgan Stanley Senior Funding, Inc. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any
Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the period since January 1, 2003, has made or been obligated to make contributions. 

“Net Cash Proceeds” means: 

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the
excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (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 and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or
any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event (other than any
asset constituting Collateral) and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees and expenses (including
attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary
fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for
adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale
or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that
“Net Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash 

  
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consideration by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a
corresponding amount) of any reserve described in clause (D) above or if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty
Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net
cash proceeds shall exceed $30,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed
$60,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)) and (z) net cash proceeds from Scheduled Dispositions shall not constitute Net Cash Proceeds; and 

(b) (i) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the
excess, if any, of (x) the sum of the cash received in connection with such incurrence or issuance over (y) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary
expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and (ii) with respect to any Permitted Equity Issuance by any direct or indirect parent of the Borrower, the amount of cash from
such Permitted Equity Issuance contributed to the capital of the Borrower. 
 “Net Income” means, with respect to any
Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. 

“Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA”. 

“Non-Consenting Lender” has the meaning specified in Section 3.07(d). 

“Non-Converted Dollar Term B-2 Loans” means each Dollar Term B-2 Loan (or portion thereof) other than a Converted Dollar Term
B-2 Loan. 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Non-Loan Party” means any Subsidiary of the Borrower that is not a Loan Party. 

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii). 

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

“Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Excess
Cash Flow or of the Available Amount that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) has not previously
been (and is not simultaneously being) applied to anything other than that such particular use or transaction. 
 “NYFRB”
means the Federal Reserve Bank of New York. 
 “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds
Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published
for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by
it; provided, further, that if any of the aforesaid rates as so determined be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. 

  
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 “NYFRB’s Website” means the website of the NYFRB at
http://www.newyorkfed.org, or any successor source. 
 “Obligations” means all (x) advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, 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 of its Restricted Subsidiaries of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Restricted Subsidiaries arising
under any Secured Hedge Agreement, and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Restricted Subsidiaries to the extent they
have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities
and other amounts payable by any Loan Party or any of its Restricted Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Restricted Subsidiaries to reimburse any amount in respect of any of the foregoing
that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Restricted Subsidiary. 

“Offered Amount” has the meaning set forth in Section 2.05(a)(iv)(D)(1). 

“Offered Discount” has the meaning set forth in Section 2.05(a)(iv)(D)(1). 

“OID” means original issue discount. 

“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. 
 “Original Effective Date” means April 10, 2007. 

“Other Revolving Credit Commitments” means one or more Classes of revolving credit commitments hereunder that result from a
Refinancing Amendment. 
 “Other Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result
from a Refinancing Amendment. 
 “Other Connection Taxes” has the meaning specified in Section 3.01(a). 

“Other Taxes” has the meaning specified in Section 3.01(b). 

“Outstanding Amount” means (a) with respect to the Dollar Term Loans, Euro Term Loans, Dollar Term B-2 Loans, Dollar
Term B-3 Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Dollar Term Loans, Euro Term Loans, Dollar Term B-2
Loans, Dollar Term B-3 Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) 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 outstanding Dollar Amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such
date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as
a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date. 

  
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 “Overnight Bank Funding Rate” means, for any day, the rate comprised of
both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and
published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. 
 “Participant” has the
meaning specified in Section 10.07(e). 
 “Participant Register” has the meaning specified in Section 10.07(g).

 “Participating Lender” has the meaning set forth in Section 2.05(a)(iv)(C)(2). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006, as amended. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time since January 1, 2003. 

“Permitted Acquisition” has the meaning specified in Section 7.02(j). 

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings or any direct or
indirect parent of Holdings (and, after a Qualifying IPO, of any Intermediate Holding Company), in each case to the extent permitted hereunder. 

“Permitted Holders” means each of (i) the Sponsor and (ii) the Management Stockholders. 

“Permitted Other Debt” means (i) senior unsecured, senior secured, senior subordinated or subordinated debt issued by
any Loan Party, (ii) debt securities issued by any Loan Party that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities
issued by any Loan Party that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement, in each case, (a) the terms of which do not provide for any scheduled
repayment, mandatory redemption or sinking fund obligations, prior to, at the time of incurrence of such Permitted Other Debt, the Maturity Date of the Existing Term Loan Class which is being refinanced by such Permitted Other Debt (other than
customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees, collateral and other terms of
such Indebtedness (other than interest rates, fees, funding discounts and redemption or prepayment premiums), taken as a whole, are not more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement;
provided that a certificate of a Responsible Officer of the relevant Loan Party shall be delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the
incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that
such terms and conditions satisfy the foregoing requirements and which shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (c) if such Indebtedness is senior subordinated or subordinated Indebtedness,
the terms of such Indebtedness provide for customary subordination of such Indebtedness to the Obligations, (d) if such Indebtedness is secured, such Indebtedness shall not be secured by any property or assets other than the Collateral,
(e) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Indebtedness and (f) if such Indebtedness is secured on a pari passu basis with the Facilities, such Indebtedness shall be subject to the “most
favored nation” provision contained in Section 2.14. 

  
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 “Permitted Ratio Debt” means Indebtedness of the Borrower or any Restricted
Subsidiary so long as immediately after giving Pro Forma Effect thereto and to the use of the proceeds thereof (but without netting the proceeds thereof) (i) no Event of Default shall be continuing or result therefrom and (ii) (x) if
such Indebtedness is secured on a pari passu basis with the Facilities, the First Lien Leverage Ratio is no greater than 4.50:1.00, (y) if such Indebtedness is secured on a junior basis to the Facilities, the Senior Secured Leverage
Ratio is no greater than 6.00:1.00 and (z) if such Indebtedness is unsecured, the Interest Coverage Ratio shall be at least 2.00:1.00; provided that such Indebtedness shall (A) in the case of clause (x) above, have a maturity
date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (y) above, have a maturity date that is at least 91 days after the Latest Maturity Date at the time such Indebtedness is incurred,
(B) in the case of clause (x) above, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans and, in the case of clause (y) above, shall not be subject to
scheduled amortization prior to maturity, (C) if such Indebtedness is secured on a junior basis by a Loan Party, be subject to the Second Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the
Facilities, be (x) in the form of debt securities and (y) subject to the First Lien Intercreditor Agreement. (D) in the case of clause (ii)(x) above, be subject to the “most favored nation” provision contained in
Section 2.14 and (E) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less
favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole). 

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of
any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced,
refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding,
renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have
occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(u), 7.03(aa) or 7.03(bb) or is Junior Financing, (i) to the
extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the
Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended and (ii) such modification, refinancing, refunding, renewal
or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended. 

“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” (as such term is
defined in Section 3(3) of ERISA), other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as
amended from time to time. 
 “Pledged Debt” has the meaning specified in the Security Agreement. 

“Pledged Equity” has the meaning specified in the Security Agreement. 

  
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 “Post-Acquisition Period” means, with respect to any Permitted Acquisition
or the conversion of any Unrestricted Subsidiary into a Restricted Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day of the eighth full consecutive fiscal quarter
immediately following the date on which such Permitted Acquisition or conversion is consummated. 
 “Prime Rate” means the
rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by
the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. 

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any
Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or
such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost
savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of
the Borrower and the Restricted Subsidiaries; provided that, (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to
the extent the aggregate consideration paid in connection with such acquisition was less than $5,000,000, and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition
Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety of such
Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may
be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period. 

“Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(ii). 

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder, that
(A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable
period of measurement in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity
Interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in
the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if
such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as
at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such
adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such
transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment. 

“Pro Forma Financial Statements” has the meaning specified in Section 5.05(a)(ii). 

  
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 “Pro Rata Share” means, with respect to each Lender at any time a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the
Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender
immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “QFC” has the meaning assigned to the term “qualified financial contract” in, and
shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D). 
 “QFC Credit Support” has the meaning assigned
to it in Section 10.28. 
 “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that, at
the time the relevant Guaranty (or grant of the relevant security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible
contract participant” under the Commodity Exchange Act and which may cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into an agreement pursuant to the
Commodity Exchange Act. 
 “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity
Interests. 
 “Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that
meets the following conditions: (a) the board of directors of the Borrower shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in
the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as
determined in good faith by the Borrower). The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior
to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing. 
 “Qualifying IPO”
means the issuance by Holdings, any Intermediate Holding Company, any direct or indirect parent of Holdings or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a
registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering). 

“Qualifying Lender” has the meaning set forth in Section 2.05(a)(iv)(D)(3). 

“Ratings Agencies” means Moody’s and S&P. 

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion. 

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the
Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Revolving Credit Commitments or Other Revolving Credit Loans incurred pursuant thereto, in
accordance with Section 2.19. 

  
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 “Refinancing Series” means all Refinancing Term Loans, Refinancing Term
Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that
the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the
same All-In Yield and, in the case of Refinancing Term Loans or Refinancing Term Commitments, amortization schedule. 
 “Refinancing
Term Commitments” means one or more Classes of Term Commitments hereunder that are established to fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment. 

“Refinancing Term Loans” means one or more Classes of Term Loans hereunder that result from a Refinancing Amendment. 

“Register” has the meaning specified in Section 10.07(d). 

“Rejection Notice” has the meaning specified in Section 2.05(b)(vi). 

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in
dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark Replacement in
respect of Loans denominated in Euros, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark
Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated,
(2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or
(4) the Financial Stability Board or any part thereof. 
 “Relevant Rate” means (i) with respect to any
Eurodollar Borrowing denominated in Dollars, the LIBO Rate or (ii) with respect to any Eurodollar Borrowing denominated in Euros, the EURIBOR Rate, as applicable. 

“Relevant Screen Rate” means (i) with respect to any Eurodollar Borrowing denominated in Dollars, the LIBO Screen Rate
or (ii) with respect to any Eurodollar Borrowing denominated in Euros, the EURIBOR Screen Rate, as applicable. 
 “Reportable
Event” means with respect to any Plan any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived. 

“Repricing Event” has the meaning specified in Section 2.05(a)(i). 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Dollar Term Loans,
Euro Term Loans, Dollar Term B-2 Loans, Dollar Term B-3 Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a
Swing Line Loan Notice. 
 “Required Facility Lenders” means, as of any date of determination, with respect to one or more
Facilities, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility or Facilities (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing
Line Loans, as applicable, under such Facility or Facilities being deemed “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility or Facilities; provided that the
unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders;
provided, further, that, to the same extent specified in Section 10.07(n) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination
of Required Facility Lenders unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on the other Lenders. 

  
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 “Required Lenders” means, as of any date of determination, Lenders having
more than 50% of the sum of the (a) Total Outstandings (with the aggregate outstanding Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such
Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender or the Borrower or any Affiliate thereof shall be excluded for purposes of making a determination of Required Lenders; provided, further, that, to the same
extent set forth in Section 10.07(n) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Lenders. 

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of
the sum of the (a) Total Outstandings of all Revolving Credit Loans, Swing Line Loans and all L/C Obligations (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that unused Revolving Credit Commitment of, and the portion of the Total Outstandings of
all Revolving Credit Loans, Swing Line Loans and all L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders. 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer,
treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Original Effective Date or the Restatement Effective Date, any secretary or assistant secretary of a Loan Party. 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, limited liability company, 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. 
 “Restatement Effective
Date” has the meaning specified in Section 4.01. 
 “Restricted Payment” means any dividend or other
distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any Restricted 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, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the
equivalent Persons thereof). 
 “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted
Subsidiary. 
 “Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(vii). 

“Reversion Date” has the meaning specified in Section 7.15(b). 

“Revolving Commitment Increase” has the meaning specified in Section 2.14(a). 

“Revolving Commitment Increase Lender” has the meaning specified in Section 2.14(a). 

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

“Revolving Credit Commitment” means as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit
Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule II to Amendment No. 5 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be
$725,000,000 on the Amendment No. 5 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. 

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such
Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time. 

“Revolving Credit Extension Request” has the meaning specified in Section 2.16(a). 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit
Commitments at such time. 
 “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time. 
 “Revolving Credit Loan” means any Revolving Credit Loan made pursuant to Section 2.01(b),
Incremental Revolving Credit Loans, Other Revolving Credit Loans or Extended Revolving Credit Loans, as the context may require. 

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered
assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender. 

“Revolving Effective Date” means the date on which all of the conditions contained in Section 3 of Amendment No. 4
have been satisfied or waived by the Administrative Agent. 
 “S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “Sanctioned Country” has the meaning
specified in Section 5.18(b)(ii). 
 “Sanctions” has the meaning specified in Section 5.18(b)(i). 

“Scheduled Disposition” has the meaning specified in Section 7.05(k). 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Second Lien Intercreditor Agreement” means an intercreditor agreement by and among the Collateral Agent and
the collateral agents or other representatives for the holders of Indebtedness secured by Liens that are intended to rank junior to the Liens securing the Obligations and that are otherwise permitted pursuant to Section 7.01 providing that all
proceeds of Collateral enforcement shall first be applied to repay the Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the


  
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termination of the Aggregate Commitments and the repayment in full (or cash collateralization of Letters of Credit) of all Obligations outstanding under this Agreement or the expiration of a
customary standstill period, the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions for limited protective actions that may be taken by the holders of such junior Lien
Indebtedness) and otherwise in form and substance reasonably satisfactory to the Collateral Agent. 
 “Section 2.16 Additional
Agreement” has the meaning specified in Section 2.16(c). 
 “Section 2.18 Additional Agreement” has the
meaning specified in Section 2.18(c). 
 “Secured Hedge Agreement” means any Swap Contract permitted under
Section 7.03(f) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank. 
 “Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative
Agent from time to time pursuant to Section 9.01(c). 
 “Securities Act” means the Securities Act of 1933. 

“Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment related
to the Specified Contract Rights subject to a Qualified Securitization Financing and the proceeds thereof. 
 “Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection
with any Qualified Securitization Financing. 
 “Securitization Financing” means any transaction or series of transactions
that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower
or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related
thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily
transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets. 

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified
Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Securitization Subsidiary” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of
engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets) that engages
in no activities other than in connection with the financing of Securitization Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or
activities incidental or related to such business, and which is designated by the board of directors of the Borrower or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, in any way other than pursuant to
Standard Securitization 

  
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Undertakings or (iii) subjects any property or asset of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has
any material contract, agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Borrower and (c) to which none of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or
cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a
certified copy of the resolution of the board of directors of the Borrower or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing
conditions. 
 “Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties on the
Original Effective Date substantially in the form of Exhibit G, together with each other Security Agreement Supplement executed and delivered pursuant to Section 6.11. 

“Security Agreement Supplement” has the meaning specified in the Security Agreement. 

“Senior Notes” means $350,000,000 in aggregate principal amount of the Borrower’s senior notes due 2018. 

“Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of September 18, 2012. 

“Senior Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured
Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period. 
 “Senior
Subordinated Notes” means €225,000,000 in aggregate principal amount of the Borrower’s senior subordinated notes due 2017. 

“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of April 10, 2007.

 “Similar Business” means (a) any business conducted or proposed to be conducted by the Borrower or any of its
Restricted Subsidiaries on the Restatement Effective Date, and any reasonable extension thereof, or (b) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension,
development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged or propose to be engaged on the Restatement Effective Date. 

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such
Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day. 

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). 

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 
 “Sold Entity or
Business” has the meaning specified in the definition of the term “Consolidated EBITDA”. 
 “Solicited Discount
Proration” has the meaning set forth in Section 2.05(a)(iv)(D)(3). 

  
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 “Solicited Discounted Prepayment Amount” has the meaning set forth in
Section 2.05(a)(iv)(D)(1). 
 “Solicited Discounted Prepayment Notice” means a written notice of the Borrower of
Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(iv)(D) substantially in the form of Exhibit J-6. 

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of
Exhibit M-7, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. 

“Solicited Discounted Prepayment Response Date” has the meaning set forth in Section 2.05(a)(iv)(D)(1). 

“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 (for the avoidance of doubt, calculated to include goodwill and other intangibles) 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 and (d) such Person is not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person’s property would constitute an unreasonably small capital. 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. 
 “SPC” has
the meaning specified in Section 10.07(i). 
 “Specified Contract Rights” means certain intellectual property
licenses, agreements or other contracts giving rise to not more than $100,000,000 of annual accounts receivable, royalty or other intellectual property revenue streams or other rights to payment. 

“Specified Discount” has the meaning set forth in Section 2.05(a)(iv)(B)(1). 

“Specified Discount Prepayment Amount” has the meaning set forth in Section 2.05(a)(iv)(B)(1). 

“Specified Discount Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made
pursuant to Section 2.05(a)(iv)(B) substantially in the form of Exhibit J-8. 
 “Specified Discount Prepayment
Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit J-9, to a Specified Discount Prepayment Notice. 

“Specified Discount Prepayment Response Date” has the meaning set forth in Section 2.05(a)(iv)(B)(1). 

“Specified Discount Proration” has the meaning set forth in Section 2.05(a)(iv)(B)(3). 

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or
investment in an Equity Interest of Holdings other than Disqualified Equity Interests. 
 “Specified Existing Revolving Credit
Commitment Class” has the meaning specified in Section 2.16(a). 
 “Specified Guarantor” means any Guarantor that
is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.24). 

“Specified Person” has the meaning specified in Section 5.18(b). 

  
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 “Specified Transaction” means any Investment, Disposition, incurrence or
repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan, Revolving Commitment Increase that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving
“Pro Forma Effect”; provided that a Revolving Commitment Increase, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn. 

“Sponsor” means The Blackstone Group and its Affiliates and funds or partnerships managed by them or any of their Affiliates,
but not including, however, any of their portfolio companies. 
 “Sponsor Management Agreement” means the management
agreement between certain of the management companies associated with the Sponsor or its advisors and the Borrower. 
 “Sponsor
Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO. 

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the
Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith to be customary, necessary or advisable in a Securitization Financing. 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall include those imposed pursuant to
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Submitted Amount” has the meaning set forth in Section 2.05(a)(iv)(C)(1). 

“Submitted Discount” has the meaning set forth in Section 2.05(a)(iv)(C)(1). 

“Subordinated Lien Facility” means a secured credit facility or note issuance providing for the making of an issuance of debt
to the Borrower, which credit facility or note may be secured on a second or more junior priority basis by all or any portion of the Collateral (but not by any other assets) and may be guaranteed by each Guarantor; provided that (a) the
Indebtedness under such credit facility or note will not mature prior to the date that is 91 days after the Latest Term Loan Maturity Date, (b) such credit facility or note shall provide for no scheduled amortization, payments of principal,
sinking fund or similar scheduled payments (other than regularly scheduled payments of interest), (c) such credit facility or note has covenant, default and remedy provisions and provisions relating to mandatory prepayment, repurchase,
redemption and offers to purchase that, taken as a whole, are consistent with those customarily found in junior lien financings and (d) concurrently with the effectiveness of such credit facility or note issuance, the Subordinated Lien
Intercreditor Agreement shall have been entered into and shall at all times thereafter be in full force and effect. 
 “Subordinated
Lien Facility Documentation” means the credit agreement or loan agreement or indenture evidencing the Subordinated Lien Facility, the Subordinated Lien Intercreditor Agreement and all security agreements, guarantees, pledge agreements and
other agreements or instruments executed in connection therewith. 
 “Subordinated Lien Intercreditor Agreement” means an
intercreditor agreement among Holdings, the Borrower, the Subsidiary Guarantors, the Collateral Agent and the collateral agent under the Subordinated Lien Facility, pursuant to which it is agreed that the Liens on the Collateral securing the
obligations under the Subordinated Lien Facility are subordinated to the Liens on the Collateral securing the Obligations on customary terms and conditions reasonably satisfactory to the Administrative Agent and the Borrower. 

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

“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are Guarantors. 

“Successor Borrower” has the meaning specified in Section 7.04(d). 

“Supplemental Administrative Agent” has the meaning specified in Section 9.13(a) and “Supplemental
Administrative Agents” shall have the corresponding meaning. 
 “Supported QFC” has the meaning assigned to it in
Section 10.28. 
 “Suspended Covenants” has the meaning specified in Section 7.15(a). 

“Suspension Period” has the meaning specified in Section 7.15(a). 

“Swap” means, any agreement, contract, or transaction that constitutes a “swap” within the meaning of
Section 1a(47) of the Commodity Exchange Act. 
 “Swap Contract” means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master
agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement. 
 “Swap Obligation” means, with respect to any Person, any obligation to pay or
perform under any Swap. 
 “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 by the Hedge Bank in accordance with the terms thereof and in
accordance with customary methods for calculating mark-to-market values under similar arrangements by the Hedge Bank. 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Facility” means
the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04. 

  
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 “Swing Line Lender” means JPMorgan Chase Bank, N.A. (as successor to the
Former Agent), 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. 

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans
outstanding. 
 “Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the
aggregate principal amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments. 

“Taxes” has the meaning specified in Section 3.01(a). 

“Term Borrowing” means a Dollar Term Borrowing, a Dollar Term B-2 Borrowing, a Dollar Term B-3 Borrowing, Incremental Dollar
Term B-3 Borrowing, 2021 Incremental Dollar Term B-3 Borrowing
and/or a Euro Term Borrowing, as the context may require. 
 “Term Commitment” means a Dollar Term Commitment, a
Dollar Term B-2 Commitment, a Dollar Term B-3 Commitment and/or a Euro Term Commitment, as the context may require. 
 “Term
Extension Agreement” has the meaning specified in Section 2.18(c). 
 “Term Extension Election” has the
meaning specified in Section 2.18(b). 
 “Term Extension Series” shall mean all Extended Term Loans that are
established pursuant to the same Term Extension Agreement (or any subsequent Term Extension Agreement to the extent such Term Extension Agreement expressly provides that the Extended Term Loans, provided for therein are intended to be a part of any
previously established Term Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule. 

“Term Lender” means a Dollar Term Lender, a Dollar Term B-2 Lender, a Dollar Term B-3 Lender and/or a Euro Term Lender, as
the context may require. 
 “Term Loan” means a Dollar Term Loan made pursuant to Section 2.01(a)(i), a Euro Term Loan
made pursuant to Section 2.01(a)(ii), a Dollar Term B-2 Loan made pursuant to Section 2.01(a)(iii), a Dollar Term B-3 Loan made pursuant to Section 2.01(a)(iv),
a Dollar Term B-3 Loan made pursuant to Section 2.01(a)(v),
any Incremental Term Loan, any Refinancing Term Loan or any Extended Term Loan designated as a “Term Loan”, as the context may require. 

“Term Loan Extension Request” has the meaning specified in Section 2.18(a). 

“Term Loan Increase” has the meaning specified in Section 2.14(a). 

“Term Loan Standstill Period” has the meaning provided in Section 8.01(b). 

“Term Note” means a Dollar Term Note, a Dollar Term B-2 Note, a Dollar Term B-3 Note and/or a Euro Term Note, as the context
may require. 
 “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the
forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

  
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 “Term SOFR Notice” means a notification by the Administrative Agent to the
Lenders and the Borrower of the occurrence of a Term SOFR Transition Event. 
 “Term SOFR Transition Event” means the
determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a
Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR. 

“Test Period” in effect at any time shall mean the most recent period of four consecutive fiscal quarters of the Borrower
ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b). A Test Period
may be designated by reference to the last day thereof (i.e., the “June 30, 2014 Test Period” refers to the period of four consecutive fiscal quarters of the Borrower ended June 30, 2014), and a Test Period shall be deemed to
end on the last day thereof. 
 “Threshold Amount” means $100,000,000. 

“Total Assets” means the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis, as shown on
the most recent balance sheet of the Borrower delivered pursuant to Section 6.01(a) or (b) or for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the financial statements of the
Borrower delivered pursuant to the Existing Credit Agreement. 
 “Total Leverage Ratio” means, with respect to any Test
Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Transaction” means, collectively, (a) the funding of the Term Loans on the Restatement Effective Date, (b) the
replacement and refinancing of the Existing Credit Agreement with this Agreement, (c) the consummation of any other transactions in connection with the foregoing, and (d) the payment of the fees and expenses incurred in connection with any
of the foregoing. 
 “Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower, or any
Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted EURIBOR Rate or the Base Rate. 
 “UK
Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of
the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment. 
 “Unaudited Financial Statements” has the meaning
specified in Section 4.01(c). 

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

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

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

“Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 1.01B, (ii) each
Securitization Subsidiary, and (iii) any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Restatement Effective Date and any Subsidiary
of an Unrestricted Subsidiary. 
 “Unsecured Term Loan” means the $275,000,000 unsecured term loan of the Borrower incurred
pursuant to the Senior Unsecured Term Loan Agreement. 
 “Unsecured Term Loan Agreement” means that certain Senior
Unsecured Term Loan Agreement, dated as of April 29, 2013, among the Borrower, the guarantors party thereto, MSSF, as administrative agent, and the other lenders party thereto. 

“Unsecured Term Loan Documentation” means all documents executed and delivered with respect to the Unsecured Term Loan,
including the Unsecured Term Loan Agreement. 
 “USA PATRIOT Act” means The Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time. 

“U.S. Lender” has the meaning specified in Section 10.15(b). 

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 10.28. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness. 

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity
Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such
Person. 
 “Withdrawal Liability” mans the liability of a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country,
which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify
or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers. 

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

 SECTION 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 meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms. 
 (b) (i) The words “herein”, “hereto”, “hereof” and
“hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. 

(iii) The term “including” is by way of example and not limitation. 

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form. 
 (c) 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”. 
 (d) 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. 

(e) If the covenant set forth in Section 7.14 is applicable as of the last day of any Test Period in accordance with the
terms of such Section 7.14, such covenant shall be deemed to be applicable and in effect until such time as the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and/or Letters of Credit (excluding up to $30,000,000 of
Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 30% of the
Revolving Credit Facility. 
 SECTION 1.03. Accounting Terms. 

(a) 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 in a manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein. 
 (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with
any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio, the First Lien Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated with respect to such
period and such Specified Transaction on a Pro Forma Basis. 
 SECTION 1.04. Rounding. Any financial ratios required to be satisfied
in order for a specific action to be permitted under 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). 
 SECTION 1.05.
References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

  
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 SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as applicable). 
 SECTION 1.07. Timing of Payment or
Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the
definition of Interest Period) or performance shall extend to the immediately succeeding Business Day. 
 SECTION 1.08. Currency
Equivalents Generally. 
 (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph
(b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters
World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the
determination of any Dollar Amount shall be made in accordance with Section 1.08(c). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or
Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance
of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections. 

(b) For purposes of determining compliance under Sections 7.02, 7.05 and 7.06, any amount in a currency other than Dollars will be converted to
Dollars in a manner consistent with that used in calculating net income in the Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply
to the determination of any amount of Indebtedness. 
 (c) The Administrative Agent shall determine the Dollar Amount or the Euro Amount, as
the case may be, of any Credit Extension, Commitment or Outstanding Amount of any Loan as of (A) the Original Effective Date, (B) the Restatement Effective Date, (C) the first day of each Interest Period applicable thereto,
(D) as of the end of each fiscal quarter of the Borrower, and (E) such dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require, and shall promptly notify the Borrower and the Lenders of
each Dollar Amount or Euro Amount, as the case may be, so determined by it. Each such determination shall be based on the Exchange Rate (x) on the date of the related Committed Loan Notice for purposes of the initial such determination for any
Loan and (y) on the second Business Day prior to the date as of which such Dollar Amount or Euro Amount, as the case may be, is to be determined, for purposes of any subsequent determination. 

SECTION 1.09. Interest Rates; LIBOR Notification. The interest rate on a Loan denominated in Dollars or Euros may be derived from an
interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest
rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to
make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is
possible that commencing in 2022, 

  
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the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of
this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a
Term SOFR Transition Event or an Early Opt-In Election, Section 3.03(b) and (c) provide a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to
Section 3.03(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” (or “EURIBOR Rate”, as applicable) or with respect to any alternative or
successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 3.03(b) or (c), whether upon the occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.03(d)), including without limitation, whether the composition or
characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate (or the EURIBOR Rate, as applicable) or have the same volume or liquidity as did
the London interbank offered rate (or the euro interbank offered rate, as applicable) prior to its discontinuance or unavailability. 

ARTICLE II 
 The
Commitments and Credit Extensions 
 SECTION 2.01. The Loans. 

(a) (i) The Dollar Term Borrowings. Subject to the terms and conditions set forth herein, each Dollar Term Lender severally agrees to
make to the Borrower a single loan denominated in Dollars in a principal amount equal to such Dollar Term Lender’s Dollar Term Commitment on the Restatement Effective Date. Amounts borrowed under this Section 2.01(a)(i) and repaid or
prepaid may not be reborrowed. Dollar Term Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein. 
 (ii) The Euro
Term Borrowings. Subject to the terms and conditions set forth herein, each Euro Term Lender severally agrees to make to the Borrower a single loan denominated in Euros in a principal amount equal to such Euro Term Lender’s Euro Term
Commitment on the Restatement Effective Date. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Euro Term Loans shall be Eurodollar Loans, as further provided herein. 

(iii) The Dollar Term B-2 Borrowings. Subject to the terms and conditions set forth herein, the Initial Dollar Term B-2 Lender severally
agrees to make to the Borrower a single loan denominated in Dollars in a principal amount equal to $950,000,000 on the Amendment No. 4 Effective Date. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be
reborrowed. Dollar Term B-2 Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein. 
 (iv) The Dollar Term
B-3 Borrowing and Incremental Dollar Term B-3 Borrowing.  
 (A) Each Amendment No. 5 Dollar Term B-3
Consenting Lender severally agrees that its Converted Dollar Term B-2 Loans are hereby converted to a like principal amount of Dollar Term B-3 Loans on the Amendment No. 5 Effective Date. All accrued and unpaid interest on the Dollar Term B-2
Loans to, but not including, the Amendment No. 5 Effective Date shall be payable on the Amendment No. 5 Effective Date, but no amounts under Section 3.05 shall be payable in connection with such conversion. 

(B) The Additional
Dollar Term B-3 Lender agrees to make a Dollar Term B-3 Loan
(which shall include each Loan converted from a Converted Dollar Term B-2 Loan pursuant to clause (iv)(A) above) to the Borrower in Dollars on the Amendment No. 5 Effective Date in an aggregate principal amount equal to the Dollar Term B-3
Commitment. The Borrower shall repay to the Administrative Agent for the ratable account of each Dollar Term B-2 Lender with Non-Converted Dollar Term B-2 

  
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Loans the full amount of Non-Converted Dollar Term B-2 Loans substantially concurrently with the receipt of the proceeds of the Dollar Term B-3 Loans on the Amendment No. 5 Effective Date.
All accrued and unpaid interest on the Non-Converted Dollar Term B-2 Loans to, but not including, the Amendment No. 5 Effective Date shall be payable on the Amendment No. 5 Effective Date, and the Borrower will make any payments required
under Section 3.05 with respect to Non-Converted Dollar Term B-2 Loans in accordance therewith. 
 (C) The Incremental Dollar Term B-3 Lender agrees to make a Dollar Term B-3 Loan to the
Borrower in Dollars on the Amendment No. 5 Effective Date in an aggregate principal amount equal to the Incremental Dollar Term B-3 Commitment. 

Amounts borrowed under this Section 2.01(a)(iv) and repaid or prepaid may not be reborrowed. Dollar Term B-3 Loans may be Base Rate Loans or Eurodollar
Loans, as further provided herein. For the avoidance of doubt, the (x) Dollar Term B-3 Loans made by the Additional
Dollar Term B-3 Lender and (y) Dollar Term B-3 Loans made by
the Incremental Dollar Term B-3 Lender shall be fungible, and will be treated as a single combined Class of Dollar Term Loans. 
 (v) The 2021 Incremental Dollar Term B-3 Borrowing.


(A)
 The 2021 Incremental Dollar Term B-3 Lender agrees to make
a Dollar Term B-3 Loan to the Borrower in Dollars on the Amendment No. 6 Effective Date in an aggregate principal amount equal to the 2021 Incremental Dollar Term B-3 Commitment. 

Amounts borrowed under this
Section 2.01(a)(v) and repaid or prepaid may not be reborrowed. For the avoidance of doubt, all Dollar Term B-3 Loans (including the Dollar Term B-3 Loans made by the 2021 Incremental Dollar Term B-3 Lender) shall be fungible, and will be
treated as a single combined Class of Dollar Term Loans. 
 (b) The Revolving
Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving
Credit Loan”) from time to time, on any Business Day after the Revolving Effective Date until the Maturity Date of the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such
Lender’s Revolving Credit Commitment; provided that, after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Pro
Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit
Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05 and
reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein. Any “Revolving Credit Commitments” (as defined in this Agreement immediately prior to the Revolving
Effective Date) outstanding under this Agreement immediately prior to the Revolving Effective Date shall be terminated in accordance with Section 2.06(b). 

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. 

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other,
and each continuation of Eurodollar Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon
(New York, New York time, or London, England time in the case of any Borrowing denominated in Euros) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Loans or any conversion of Base
Rate Loans to Eurodollar Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Loans shall be in a principal amount
of $2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Dollar Term Loans, 

  
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Dollar Term B-2 Loans or Dollar Term B-3 Loans (or comparable amounts determined by the Administrative Agent in the case of Euro Term Loans). 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 $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower
is requesting a Dollar Term Borrowing, a Dollar Term B-2 Borrowing, a Dollar Term B-3 Borrowing, an Incremental Dollar Term B-3 Borrowing,
a 2021 Incremental Dollar Term B-3 Borrowing, a Euro Term
Borrowing, a Revolving Credit Borrowing, a conversion of Dollar Term Loans, Euro Term Loans, Dollar Term B-2 Loans, Dollar Term B-3 Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Loans, (ii) in the
case of a Term Borrowing, the currency in which the Loans to be borrowed are to be denominated, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal
amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with
respect thereto. If, with respect to Loans denominated in Dollars, the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or
Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give timely notice requesting a continuation of Eurodollar Loans
denominated in Euros), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars (and, for the avoidance of doubt, Revolving Credit Loans shall be
denominated only in Dollars). 
 (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time), in the case of any Loan denominated in Euros, in each case, on the
Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to
such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any
such Swing Line Loans, and third, to the Borrower as provided above. 
 (c) Except as otherwise provided herein, a Eurodollar Loan may be
continued or converted only on the last day of an Interest Period for such Eurodollar Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the
Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Loans. 
 (d) The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. The determination of the Base Rate, the Adjusted LIBO Rate
and the Adjusted EURIBOR Rate by the Administrative Agent shall be conclusive in the absence of manifest error. 
 (e) After giving effect to
all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than
fifteen (15) Interest Periods in effect. 

  
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 (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the
date of any Borrowing. 
 (g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing
that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may, with the Borrower’s consent, assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the
Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at
(i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the
absence of manifest error. If such Lender’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such the date of such Borrowing, the Administrative Agent shall also be
entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrower at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from
the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to
repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(g) shall cease. 
 SECTION 2.03. Letters of
Credit. 
 (a) The Letter of Credit Commitments. 

(i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other
Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued
under the Revolving Credit Facility, to issue Letters of Credit in Dollars for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this
Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such
L/C Credit Extension, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer
would exceed such L/C Issuer’s L/C Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, notwithstanding the foregoing, each of JPMorgan Chase Bank,
N.A., Barclays Bank PLC, Royal Bank of Canada and Bank of America, N.A. shall issue standby letters of credit only. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrower 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 Restatement Effective Date shall be subject to and governed by the terms and conditions hereof, and with respect to such Existing Letters of Credit, Bank of America, N.A. shall be
deemed to be the L/C Issuer. 

  
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 (ii) An L/C Issuer shall be under no 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 directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct
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 Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date
(for which such L/C Issuer is not otherwise compensated hereunder); 
 (B) subject to Section 2.03(b)(iii), the expiry
date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry
date; 
 (C) the expiry date of such requested Letter of Credit would occur after applicable Letter of Credit Expiration
Date, unless all the applicable Revolving Credit Lenders have approved such expiry date; or 
 (D) the issuance of such
Letter of Credit would violate any Laws binding upon such L/C Issuer. 
 (iii) An L/C Issuer shall be under no 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 such Letter of Credit does not accept the proposed amendment to
such Letter of Credit. 
 (iv) The Borrower may, at any time and from time to time, reduce the L/C Commitment of any L/C Issuer with the
consent of such L/C Issuer (and after notice to the Administrative Agent); provided that the Borrower shall not reduce the L/C Commitment of any L/C Issuer if, after giving effect to such reduction, the conditions set forth in clause
(i) above would not be satisfied. 
 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
Credit. 
 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to
an 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 Borrower. Such Letter of Credit Application must be received by the relevant
L/C Issuer and the Administrative Agent not later than 12:00 noon at least five (5) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C
Issuer may agree in a particular instance in its sole discretion. 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 relevant L/C
Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the
documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C
Issuer may reasonably request. 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 relevant L/C Issuer (1) the Letter
of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. 

  
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 (ii) Promptly after receipt of any Letter of Credit Application, the relevant 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 Borrower and, if not, such L/C Issuer will provide the Administrative Agent with
a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, 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 Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times the
amount of such Letter of Credit. 
 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer
shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any
such renewal 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 “Nonrenewal 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 relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such
renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not
later than the applicable Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such
Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five
(5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Credit Lender, as applicable, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower 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 funding of a L/C Advance to the beneficiary of any Letter of Credit under such Letter of Credit, the relevant L/C Issuer shall notify
promptly the Borrower and the Administrative Agent thereof. On the Business Day on which the Borrower shall have received notice of any payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than
10:00 a.m. on any Business Day, on the immediately following Business Day) (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such
drawing. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit 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 Eurodollar Loans or Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit
Commitments of the Appropriate Lenders and Revolving Credit Lenders, and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an 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 Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of any Unreimbursed Amount in respect of a Letter of Credit
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 Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. 

  
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 (iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not
fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer a L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit
Lender’s payment to the Administrative Agent for the account of the relevant 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 Lender funds
its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be
solely for the account of the relevant L/C Issuer. 
 (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or
L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower 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 that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant 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 Lender
fails to make available to the Administrative Agent for the account of the relevant 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), 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 Federal Funds Effective Rate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with
respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 
 (vii) If, at any time after an
L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), 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 Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as
those received by the Administrative Agent. 
 (viii) If any payment received by the Administrative Agent for the account of an L/C Issuer
pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender
shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender,
at a rate per annum equal to the Federal Funds Effective Rate. 
 (d) Obligations Absolute. The obligation of the Borrower to
reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances, including the following: 

  
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 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any
other agreement or instrument relating thereto; 
 (ii) the existence of any claim, counterclaim, setoff, defense or other right that any
Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant 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) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by the relevant 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; 

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the
Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or 
 (vi) 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, any Loan Party; 

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. 
 (e) Role of L/C Issuers. Each
Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective
correspondents, participants or assignees 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 Lenders or the Required Revolving Credit 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
Letter of Credit Application. The Borrower 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 that this assumption is not intended to, and shall not,
preclude the Borrower’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, any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (iii) of this Section 2.03(e); provided that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower
which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, 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. 

  
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 (f) Cash Collateral. (i) If any Event of Default occurs and is continuing and
the Administrative Agent or the Required Revolving Credit Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f)
or (g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and shall do so
not later than 2:00 p.m., New York City time, on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 noon, New York
City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an
Event of Default set forth under Section 8.01(f) or (g) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to
documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash
Collateral shall be maintained in blocked accounts at JPMorgan Chase Bank, N.A. and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any
right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand
by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at JPMorgan Chase Bank, N.A. as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount
over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on
deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations
and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash
Collateral shall be refunded to the Borrower. 
 (g) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed
on a quarterly basis in arrears. Such letter of credit fees shall be 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 relating to Letters of Credit and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of 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. 
 (h) Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the
daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of
Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each 

  
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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. In
addition, the Borrower shall pay directly to each L/C Issuer for its own account 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 within ten (10) Business Days of demand and are nonrefundable. 

(i) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in
the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. 
 (j)
Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall
notify the Revolving Credit Lenders of any such additional L/C Issuer. 
 SECTION 2.04. Swing Line Loans . 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a
“Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Revolving Effective Date) until the Maturity Date of the Revolving Credit Facility 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 Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender,
may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata
Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further
that, the Borrower 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 Borrower 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 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 Lender’s Pro Rata Share times the amount of such Swing Line Loan. 

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by telephone. 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 any amount in excess of $100,000 shall be an integral multiple of $25,000), 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 Borrower. 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
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 Section 4.02 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 Borrower. 

  
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 (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 Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be
made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes 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 Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the
Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office for payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the
relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal
Funds Effective Rate. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line
Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the
Swing Line Lender, the Borrower 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
that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise
impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (d) Repayment of
Participations. 
 (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s risk participation was funded) 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 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its
Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent will make
such demand upon the request of the Swing Line Lender. 

  
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 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any
Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender. 
 (f) Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 

SECTION 2.05. Prepayments. 

(a) Optional. 
 (i)
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be
received by the Administrative Agent not later than 12:00 noon (New York, New York time, or London, England time in the case of Loans denominated in Euros) (A) two (2) Business Days prior to any date of prepayment of Eurodollar Loans
denominated in Dollars and (B) three (3) Business Days prior to any date of prepayment of Eurodollar Loans denominated in Euros and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Loans shall be
in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Dollar Term Loans, Dollar Term B-2 Loans or Dollar Term B-3 Loans (or comparable amounts determined by the Administrative Agent in the case of Euro
Term Loans); (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (4) in
the case of any Repricing Event (as defined below) with respect to (x) all or any portion of the Dollar Term B-2 Loans, a prepayment premium of 1.00% shall apply to any principal amount of the Dollar Term B-2 Loans subject to such Repricing
Event during the first six-month period after the Amendment No. 4 Effective Date and (y) all or any portion of the Dollar Term B-3 Loans, a prepayment premium of 1.00% shall apply to any principal amount of the Dollar Term B-3 Loans
subject to such Repricing Event during the first six-month period after the Amendment No. 5 Effective Date. A “Repricing Event” means (A) any prepayment or repayment of (x) the Dollar Term B-2 Loans, with the proceeds
of, or any conversion of the Dollar Term B-2 Loans into any new or replacement Indebtedness under any credit facility with an All-in Yield less than the All-in Yield applicable to the Dollar Term B-2 Loans and (y) the Dollar Term B-3 Loans,
with the proceeds of, or any conversion of the Dollar Term B-3 Loans into any new or replacement Indebtedness under any credit facility with an All-in Yield less than the All-in Yield applicable to the Dollar Term B-3 Loans and (B) any
amendment to this Agreement that reduces the All-in Yield applicable to the Dollar Term B-2 Loans. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent
will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each prepayment of principal of, and interest on, Euro Term Loans shall be made in Euros (even if the Borrower is required to convert currency to do so). Subject to the pro rata application within any Class of Loans, the Borrower
may allocate each prepayment of the Loans pursuant to this Section 2.05(a) in its sole discretion among the Class or Classes of Loans as the Borrower may specify; provided that the Borrower may not prepay Extended Term Loans of any Term
Extension Series pursuant to this Section 2.05(a)(i) unless such prepayment is accompanied by at least a pro rata prepayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were exchanged (or such Term Loans of
the Existing Term Loan Class have otherwise been repaid in full). 
 (ii) The Borrower may, upon notice to the Swing Line Lender (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 (1) 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 (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. 

  
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 (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may
rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. 

(iv) Notwithstanding anything in any Loan Document to the contrary, subject to Section 10.01(k) or (l), as applicable, so long as no
Default or Event of Default has occurred and is continuing and no proceeds of Revolving Credit Borrowings are applied to fund any such repayment, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be
automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis: 

(A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a
Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in
each case made in accordance with this Section 2.05(a)(iv); provided that no Company Party shall initiate any action under this Section 2.05(a)(iv) in order to make a Discounted Term Loan Prepayment unless (I) at least 10
Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date; or (II) at least three Business
Days shall have passed since the date the Company Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in
the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers. 

(B) (1) Subject to the proviso to Section 2.05(a)(iv)(A) above, any Company Party may from time to time offer to make
a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion
of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the
“Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of
such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as
a separate offer pursuant to the terms of this Section 2.05(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each
such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified
Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time) on the third Business Day after the date of delivery of such notice to such
Lenders (the “Specified Discount Prepayment Response Date”). 
 (2) Each Term Lender receiving such offer
and wishing to participate shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date that it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and,
if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a
Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to
accept the applicable Borrower Offer of Specified Discount Prepayment. 

  
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 (3) If there is at least one Discount Prepayment Accepting Lender, the
relevant Company Party will make a prepayment of outstanding Term Loans pursuant to this Section 2.05(a)(iv)(B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans
specified in such Lender’s Specified Discount Prepayment Response given pursuant to Section 2.05(a)(iv)(B)(2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment
Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such
Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified
Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’
responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the
aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount,
tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Company Party and such Term Lenders shall be conclusive
and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with
Section 2.05(a)(iv)(F) below (subject to Section 2.05(a)(iv)(J) below). 
 (C) (1) Subject to the proviso to
Section 2.05(a)(iv)(A) above, any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Discount Range Prepayment Notice;
provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche
basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and
minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by such Company Party (it being understood that
different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this
Section 2.05(a)(iv)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Company Party shall remain
outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted
by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time) on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response
Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow
prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is
willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term
Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. 

  
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 (2) The Auction Agent shall review all Discount Range Prepayment Offers
received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the
Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Section 2.05(a)(iv)(C). The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range
Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and
including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”)
which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range
Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required
proration pursuant to the following Section 2.05(a)(iv)(C)(3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”). 

(3) If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Loans
of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders
offered at a discount to par greater than or equal to the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a
discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such
Identified Participating Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount
Range Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Company Party of the respective Term Lenders’ responses
to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment
Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of 
 Term Loans to be prepaid at
the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating
Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Company Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The
payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(iv)(F) below (subject to Section 2.05(a)(iv)(J)
below). 
 (D) (1) Subject to the proviso to Section 2.05(a)(iv)(A) above, any Company Party may from time to time
solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the
sole discretion of such Company Party, to (x) each Term Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans
(the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with
respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(iv)(D)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate
amount not less than $10,000,000 and whole increments of $1,000,000 in 

  
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excess thereof and (IV) each such solicitation by a Company Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each
Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York
City time) on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall
(x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding
Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment
Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount. 

(2) The Auction Agent shall promptly provide the relevant Company Party with a copy of all Solicited Discounted Prepayment
Offers received on or before the Solicited Discounted Prepayment Response Date. Such Company Party shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Term
Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Company Party (the “Acceptable Discount”), if any. If the Company Party elects to accept any Offered Discount as the Acceptable Discount, then as soon
as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by such Company Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers
pursuant to the first sentence of this Section 2.05(a)(iv)(D)(2) (the “Acceptance Date”), the Company Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the
Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Company Party by the Acceptance Date, such Company Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers. 

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the
Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (in consultation with
such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by
the relevant Company Party at the Acceptable Discount in accordance with this Section 2.05(a)(iv)(D). If the Company Party elects to accept any Acceptable Discount, then the Company Party agrees to accept all Solicited Discounted Prepayment
Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a
Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required
pro rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Company Party will prepay outstanding Term Loans pursuant to this Section 2.05(a)(iv)(D) to each
Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that, if the aggregate Offered Amount by all Qualifying Lenders
whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than
or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction
Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the
Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Company Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted


  
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Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term
Loans and the tranches to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such date,
and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Company Party and Term Lenders shall be conclusive and
binding for all purposes absent manifest error. The payment amount specified in such notice to such Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with
Section 2.05(a)(iv)(F) below (subject to Section 2.05(a)(iv)(J) below). 
 (E) In connection with any Discounted
Term Loan Prepayment, the Company Parties and the Term Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from a Company Party in
connection therewith. 
 (F) If any Term Loan is prepaid in accordance with Sections 2.05(a)(iv)(B) through 2.05(a)(iv)(D)
above, a Company Party shall prepay such Term Loans on the Discounted Prepayment Effective Date. The relevant Company Party shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders,
Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m. (New York City time) on the Discounted Prepayment Effective Date and all such prepayments
shall be applied to the remaining principal installments of the relevant tranche of Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so
prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(iv) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or
Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their respective Pro Rata Share. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding
shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. In connection with each prepayment pursuant to
this Section 2.05(a)(iv), the relevant Company Party shall waive any right to bring any action against the Administrative Agent, in its capacity as such, in connection with any such Discounted Term Loan Prepayment. 

(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to
procedures consistent with the provisions in this Section 2.05(a)(iv), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. 

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(iv), each notice
or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such
notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. 

(I) Each of the Company Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of
its duties under this Section 2.05(a)(iv) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by
such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this
Section 2.05(a)(iv) as well as activities of the Auction Agent. 

  
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 (J) Each Company Party shall have the right, by written notice to the
Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice
therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Company Party to make any prepayment to a Lender,
as applicable, pursuant to this Section 2.05(a)(iv) shall not constitute a Default or Event of Default under Section 8.01 or otherwise). 

(b) Mandatory. 
 (i)
Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an
aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements
minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid
pursuant to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving
Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided
that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the
First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made
after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above. 

(ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of
any property or assets (i) permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement
Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash
Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net
Cash Proceeds an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no
such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its
intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for
the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations
pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata basis in
accordance with the respective principal amounts thereof. 
 (B) With respect to any Net Cash Proceeds realized or received with respect to
any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in
assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen
(15) months following receipt thereof, within the later of (1) fifteen (15) months following receipt thereof or (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that
(i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no
Event of Default is 

  
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continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no
longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after such deadline or the date the
Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be, to the prepayment of the Term Loans as set forth in this Section 2.05; 

(iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant
to Section 7.03 (other than Refinancing Term Loans), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five
(5) Business Days after the receipt of such Net Cash Proceeds; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the Liens securing
the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a pro rata
basis in accordance with the respective principal amounts thereof. 
 (iv) If for any reason the aggregate Revolving Credit Exposures at any
time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line
Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. Each such prepayment shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares. 

(v) (X) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments
thereof required pursuant to Section 2.07(a); and (Y) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.05(b). 

(vi) (A) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed
calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each
Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) through (iii) of
this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of
notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a
Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of
such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower (“Retained Declined Proceeds”). 

(B) Subject to the pro rata application within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among
the Class or Classes of Term Loans as the Borrower may specify; provided that the Borrower shall not allocate to Extended Term Loans of any Term Extension Series any mandatory prepayment made pursuant to this Section 2.05(b) unless such
prepayment is accompanied by at least a pro rata prepayment of Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in
full). 

  
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 Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent
that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Casualty Event from a
Foreign Subsidiary (a “Foreign Casualty Event”), are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay
Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby
agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under
the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or
reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or
all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax cost consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect
to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would
otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.05(b), (x) the Borrower applies an amount equal to such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash
Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds
that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary. 

(c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon,
together with, in the case of any such prepayment of a Eurodollar Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Loan pursuant to Section 3.05. 

Notwithstanding any of the other provisions of Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any
prepayment of Eurodollar Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to
this Section 2.05 in respect of any such Eurodollar Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a
Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the
prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the
Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. 

SECTION 2.06. Termination or Reduction of Commitments. 

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from
time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the
Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to
the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have
resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed. 

  
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 (b) Mandatory. The Term Commitment of each Term Lender shall be automatically and
permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a)(i), 2.01(a)(ii), 2.01(a)(iii) or, 2.01(a)(iv) or 2.01(a)(v). The “Revolving Credit Commitments” (as defined
in this Agreement immediately prior to the Revolving Effective Date” of each Revolving Credit Lender (as defined in this Agreement immediately prior to the Revolving Effective Date) shall automatically and permanently terminate on the Revolving
Effective Date. The Revolving Credit Commitments shall terminate on the applicable Maturity Date for the Revolving Credit Facility. 

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination
or reduction of unused portions of the Letter of Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of
such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the
effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. 
 (d)
Extended Revolving Credit Commitments. In connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.16, the Revolving Credit Commitments in respect of the applicable Specified
Existing Revolving Credit Commitment Class of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount at least equal to the amount of Revolving Credit Commitments so extended on
such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Credit Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the Revolving Credit Commitment
thereof (such Revolving Credit Exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof),
(y) such reduction of the Revolving Credit Commitments in respect of the applicable Specified Existing Revolving Credit Commitment Class may be made on a non-pro rata basis among the Lenders providing such Extended Revolving Credit Commitments
and (z) for the avoidance of doubt, any such repayment of Revolving Credit Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 2.13 with respect to the ratable allocation of
payments hereunder, with such allocation being determined after giving effect to (1) any exchange pursuant to Section 2.16 of Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit Commitments and Extended
Revolving Credit Loans, respectively, and (2) any such reduction of the Revolving Credit Commitments in respect of the applicable Specified Existing Revolving Credit Commitment Class). 

SECTION 2.07. Repayment of Loans. 

(a) (i) Dollar Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Dollar Term Lenders
(i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2014, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Dollar Term Loans
outstanding on the Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Dollar
Term Loans, the aggregate principal amount of all Dollar Term Loans outstanding on such date. The Borrower shall repay to the Administrative Agent for the ratable account of the Dollar Term Lenders (i) on the last Business Day of each March,
June, September and December, commencing with the last Business Day of December 2014, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2014 Incremental Dollar Term Loans outstanding on the Amendment No. 1
Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the 2014 Incremental Dollar Term Loans, the
aggregate principal amount of all 2014 Incremental Dollar Term Loans outstanding on such date. 
 (ii) Euro Term Loans. The Borrower
shall repay to the Administrative Agent for the ratable account of the Euro Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2014, an aggregate principal
amount equal to 0.25% of the aggregate principal amount of all Euro Term Loans outstanding on the Restatement Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set
forth in Section 

  
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2.05) and (ii) on the Maturity Date for the Euro Term Loans, the aggregate principal amount of all Euro Term Loans outstanding on such date. The Borrower shall repay to the Administrative
Agent for the ratable account of the Euro Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2014, an aggregate principal amount equal to 0.25% of the
aggregate principal amount of all 2014 Incremental Euro Term Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set
forth in Section 2.05) and (ii) on the Maturity Date for the 2014 Incremental Euro Term Loans, the aggregate principal amount of all 2014 Incremental Euro Term Loans outstanding on such date. 

(iii) Dollar Term B-2 Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Dollar Term B-2 Lenders
(i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of June 30, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Dollar Term B-2 Loans
outstanding on the Amendment No. 4 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the
Dollar Term B-2 Loans, the aggregate principal amount of all Dollar Term B-2 Loans outstanding on such date. 
 (iv) Dollar Term B-3
Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Dollar Term B-3 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of JuneSeptember 2021, an aggregate principal amount equal to 0.250.250626566% of the aggregate principal amount of all Dollar Term B-3
Loans outstanding on the Amendment
No. 
56 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the
Dollar Term B-3 Loans, the aggregate principal amount of all Dollar Term B-3 Loans outstanding on such date. 
 (v) Other Term
Loans. In the event any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and
on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Agreement with respect thereto and on the applicable Maturity Date thereof. 

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on
the Maturity Date for the Revolving Credit Facility of a given Class the aggregate principal amount of all of its Revolving Credit Loans of such Class outstanding on such date. 

(c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business
Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. 
 SECTION 2.08. Interest. 

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to either (x) the Adjusted LIBO Rate for such Interest Period plus the Applicable Rate or (y) the Adjusted EURIBOR 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 for Revolving Credit Loans. For the avoidance of doubt, each Euro Term Loan shall be a
Eurodollar Loan. 
 (b) During the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts
owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting
Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand. 

  
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 (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. 
 (d) Interest on each Loan shall be payable in the currency in which each Loan was made. 

SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(g) and (h): 

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each (i) Revolving Credit Lender in
accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of
Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the
Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees shall
accrue at all times from the Restatement Effective Date or the effective date of the relevant Extension Agreement, as applicable, until the Maturity Date for each Revolving Credit 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 Restatement Effective Date or the
effective date of the relevant Extension Agreement, as applicable, and on the Maturity Date for each Revolving Credit 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. The Borrower shall pay to the Agents 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 (except as expressly agreed between the Borrower and the applicable Agent). 

SECTION 2.10. Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. 

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime lending rate” shall be made on
the basis of a year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three
hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid;
provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error. 
 (b) If, as a result of any restatement of or other adjustment to the
financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of
the Total Leverage Ratio would have resulted in higher pricing for such period, (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for the applicable period, (B) the Applicable Rate
shall be recalculated with the Total Leverage Ratio at the corrected level and (C) the Borrower shall immediately and retroactively pay to the Administrative Agent for the account of the Term Lenders, Revolving Credit Lenders or the applicable
L/C Issuer, as the case may be, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights
of the Administrative Agent, any Term Lenders, any Revolving Credit Lender or the applicable L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(g) or 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under
this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

  
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 SECTION 2.11. Evidence of Indebtedness. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by
one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, 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. 
 (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by
each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each
Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents. 

SECTION 2.12. Payments Generally. 

(a) All payments to be made by the Borrower shall be made 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 Euros, 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 immediately available funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all
payments by the Borrower hereunder with respect to principal and interest on Loans denominated in Euros 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 Euros and in immediately available funds not later than 2:00 p.m. (London time) on the dates specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (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 2:00 p.m. (London time) in the case of payments in Euros, shall, in each case, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 

  
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 (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case
may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then: 
 (i) if the Borrower failed to make such payment, each Lender shall forthwith on
demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was
made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the applicable Overnight Bank Funding Rate; and 

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in
immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the applicable Overnight Bank Funding Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount
(excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a
rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the
Borrower may have against any Lender as a result of any default by such Lender hereunder. 
 A notice of the Administrative Agent to any
Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. 
 (d) If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender,
without interest. 
 (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing
Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. 
 (f) 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. 

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in
full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the
outstanding Loans or other Obligations then owing to such Lender. 

  
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 Notwithstanding anything to the contrary contained herein, the Borrower may apply the
proceeds of the €380,000,000 4.75% senior unsecured notes due 2024 (the “2024 Senior Notes”) issued by the Borrower on (or within five Business Days prior to) the Amendment No. 2 Effective Date to prepay on a non-ratable
basis the Term Loans held by any Term Lender which declines or fails to consent to Amendment No. 2 as the Borrower and the Administrative Agent may agree. 

Notwithstanding anything to the contrary contained herein, the Borrower may apply cash on hand of the Borrower and its Subsidiaries to prepay
on a non-ratable basis the Term Loans held by any Term Lender which declines or fails to consent to Amendment No. 3 as the Borrower and the Administrative Agent may agree. 

SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the
Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata
with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into
by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise
all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. 

SECTION 2.14. Incremental Credit Extensions. 

(a) The Borrower may at any time or from time to time after the Restatement Effective Date, by notice to the Administrative Agent (whereupon
the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more new commitments which may be in the same Facility as any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan
Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments” and the loans thereunder, the “Incremental Term Loans”) and/or (b) one or more
increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”) or the establishment of one or more new revolving credit commitments (any such new commitments, collectively with
any Revolving Commitment Increases, the “Incremental Revolving Credit Commitments” and the loans thereunder, the “Incremental Revolving Credit Loans”; the Incremental Revolving Credit Commitments, collectively with
any Incremental Term Commitments, the “Incremental Commitments”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist
and at the time that any such Incremental Commitments are made (and after giving effect thereto) (provided, however, that if the proceeds of such Incremental Commitments are used to finance a Permitted Acquisition or other similar
Investment permitted by this 

  
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Agreement (and costs reasonably related thereto), this condition, other than with respect to an Event of Default under Section 8.01(a) or 8.01(f), may be waived or modified in scope by the
Lenders providing such Incremental Commitments). Each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less
than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and
shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary
herein, the aggregate amount of the Incremental Term Commitments and the Incremental Revolving Credit Commitments shall not exceed the sum of (1) $415,000,000 minus the aggregate amount of Indebtedness incurred pursuant to Section 7.03(w)
or 7.03(aa)(i) (for the avoidance of doubt, it is understood that the Incremental Revolving Credit Commitments and the Incremental Dollar Term B-3 Commitments established on the Amendment No. 5 Effective Date do not reduce the amount of
Indebtedness that can be incurred under this clause (1)), (2) all voluntary prepayments of Term Loans and (to the extent coupled with a permanent reduction of the Revolving Credit Commitments) of Revolving Credit Loans prior to such time and
(3) additional amounts so long as the First Lien Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available,
as if any Incremental Term Loans and Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period, and, in each case (x) with respect to any
Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) without netting the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Loans, does not
exceed 4.50:1.00; provided that for purposes of this clause (3), in the case of any Incremental Commitment effected in connection with any Permitted Acquisition or other similar Investment permitted by this Agreement, the Borrower may elect
in writing to the Administrative Agent to calculate the First Lien Leverage Ratio on a Pro Forma Basis described herein at the time the definitive documentation of such Permitted Acquisition or other similar Investment is entered into by the
Borrower or any of its Restricted Subsidiaries. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the
Latest Term Loan Maturity Date and (c) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to
Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the
Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided, further, that, as of the date of the incurrence of the Incremental Term Loans, the Weighted Average Life to Maturity of the Incremental Term Loans
shall not be shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans. The Incremental Revolving Credit Loans shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility. The All-In Yield
applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided,
however, that with respect to any Loans under Incremental Term Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 24 months after the Restatement Effective Date, if the All-In Yield applicable to such
Incremental Term Loans or Incremental Revolving Credit Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans or Revolving
Credit Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Adjusted LIBO Rate floor, the
Adjusted EURIBOR Rate floor or Base Rate floor) with respect to each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental
Term Loans include an Adjusted LIBO Rate floor, Adjusted EURIBOR Rate floor or Base Rate floor that is greater than the Adjusted LIBO Rate floor, Adjusted EURIBOR Rate floor or Base Rate floor applicable to the Term Loans incurred on the Restatement
Effective Date, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this sentence but only to the extent an increase in the Adjusted LIBO Rate floor, Adjusted EURIBOR Rate floor or Base
Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Adjusted LIBO Rate floor, Adjusted EURIBOR Rate floor and Base Rate floor (but not the Applicable Rate)
applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant
Incremental Term Loans or Incremental Revolving Credit Commitments. 

  
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 Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any
existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of
any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other
financial institution being called an “Additional Lender”), provided (i) that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s
providing such Incremental Revolving Credit Commitments if such consent would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Lender, (ii) with respect to Incremental Term
Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such
Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments. Incremental Term Commitments and Incremental Revolving Credit Commitments shall become Commitments (or in the case of
Incremental Revolving Credit Commitments to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to
effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each,
an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02
shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree (provided, that if the proceeds of such Incremental Commitments are used to finance a Permitted
Acquisition or other similar Investment permitted by this Agreement (and costs reasonably related thereto), the condition set forth in Section 4.02(a) may be waived or modified in scope by the Lenders providing such Incremental Commitments,
other than with respect to representations and warranties contained in Sections 5.01, 5.02, 5.04, 5.13, 5.16 and 5.18). The Borrower will use the proceeds of the Incremental Commitments for any purpose not prohibited by this Agreement. No Lender
shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately
prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such
increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing
Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in
Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving
Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment
Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being
prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 
 (b) This Section 2.14 shall
supersede any provisions in Section 2.13 or 10.01 to the contrary. 

  
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 SECTION 2.15. [Reserved]. 

SECTION 2.16. Extensions of Revolving Credit Loans and Revolving Credit Commitments 

(a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments and any previous
extension of Extended Revolving Credit Commitments existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related Revolving Credit Loans under any such facility, “Existing Revolving
Credit Loans”) be exchanged to extend the termination date thereof with respect to all or a portion of any principal amount thereof (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving
Credit Commitments” and any related Revolving Credit Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Agreement with
respect to any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments)
(a “Revolving Credit Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established thereunder, which terms shall be identical to those applicable to the Existing Revolving Credit
Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment Class”) except (x) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later
dates than the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class, (y) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the
Extended Revolving Credit Commitments may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment
Class and (z) the revolving credit commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Credit Commitments of the Specified
Existing Revolving Credit Commitment Class, in each case, to the extent provided in the applicable Extension Agreement; provided that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and
repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Credit Loans under any Extended Revolving Credit Commitments shall be made on a pro rata basis with any borrowings and
repayments of the Existing Revolving Credit Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Revolving Credit
Facility), (2) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the assignment and participation provisions set forth in Section 10.07 and (3) no
termination of Extended Revolving Credit Commitments and no repayment of Extended Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Revolving Credit Commitments shall be permitted unless such termination or
repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Credit Loans and Existing Revolving Credit
Commitments of the Specified Existing Revolving Credit Commitment Class (or all Existing Revolving Credit Commitments of such Class and related Existing Revolving Credit Loans shall have otherwise been terminated and repaid in full). Any Extended
Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and from any other Existing
Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date); provided that any Extended Revolving Credit Commitments or Extended Revolving Credit Loans extended may, to the extent
provided in the applicable Extension Agreement, be designated as an increase to any previously established Extension Series of Extended Revolving Credit Commitments; provided, further that in no event shall there be more than six
Classes of revolving credit commitments outstanding at any one time. 
 (b) Except as contemplated by the penultimate sentence of this
Section 2.16(b), the Borrower shall provide a Revolving Credit Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Class are requested to respond. Except as contemplated by the
penultimate sentence of this Section 2.16(b), any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Credit Commitments (or any earlier extended Extended Revolving Credit Commitments) of an
Existing Class subject to such Revolving Credit Extension Request exchanged into Extended Revolving Credit Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such
Revolving Credit 

  
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Extension Request of the amount of its Revolving Credit Commitments (and/or any earlier extended Extended Revolving Credit Commitments) which it has elected to convert into Extended Revolving
Credit Commitments. In the event that the aggregate amount of Revolving Credit Commitments (and any earlier extended Extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount of Extended Revolving Credit Commitments
requested pursuant to the Revolving Credit Extension Request, Revolving Credit Commitments (and any earlier extended Extended Revolving Credit Commitments) subject to Extension Elections shall be exchanged to Extended Revolving Credit Commitments on
a pro rata basis based on the amount of Revolving Credit Commitments (and any earlier extended Extended Revolving Credit Commitments) included in each such Extension Election. Notwithstanding the foregoing, the Borrower shall be permitted to specify
in the Revolving Credit Extension Request, any Lender or Lenders as Extending Lenders (subject to the consent of such Lender or Lenders) and any Lenders not so specified in such Revolving Credit Extension Request shall not have the right to make an
Extension Election with respect to such Revolving Credit Extension Request. Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be
treated identically to all Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations of a Revolving Credit Lender in respect of Swing Line Loans under Section 2.04 and
Letters of Credit under Section 2.03, except that the applicable Extension Agreement may provide that the Swing Line maturity date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing Line
Loans and issue Letters of Credit may be continued and/or modified (pursuant to mechanics set forth in the applicable Extension Agreement) so long as the Swing Line Lender and/or the applicable L/C Issuer, as applicable, have consented to such
extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension). 
 (c) Extended
Revolving Credit Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.16(c) and
notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Credit Commitments established thereby) executed by the
Loan Parties, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Section 2.16 and without limiting the generality or applicability of Section 10.01 to any Section 2.16 Additional
Agreements, any Extension Agreement may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.16 Additional Agreement”) to this
Agreement and the other Loan Documents; provided that such Section 2.16 Additional Agreements do not become effective prior to the time that such Section 2.16 Additional Agreements have been consented to (including, without
limitation, pursuant to (1) consents applicable to holders of Revolving Commitment Increases provided for in any Incremental Amendment and (2) consents applicable to holders of any Extended Revolving Credit Commitments provided for in any
Extension Agreement) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.16 Additional Agreements to become effective in accordance with Section 10.01. It is understood and agreed
that each Lender that has consented to this Agreement has consented and shall at the effective time thereof be deemed to consent to each amendment in this Agreement and the other Loan Documents authorized by this Section 2.16 and the
arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.16 Additional Agreement. In connection with any Extension Agreement, the
Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Agreement, the Credit Agreement as amended thereby, and such of the other Loan Documents (if any) as
may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and (ii) to the effect that such Extension Agreement, including without limitation, the Extended Revolving Credit
Commitments provided for therein, does not conflict with or violate the terms and provisions of Section 10.01 of this Agreement. 
 (d)
This Section 2.16 supersedes any provision in Section 2.13 or Section 10.01 to the contrary. 
 SECTION 2.17. [Reserved].


  
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 SECTION 2.18. Extensions of Term Loans. 

(a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term
Loan Class”) be exchanged to extend the scheduled maturity date(s) of any payment of principal thereof with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended,
“Extended Term Loans”) and to provide for other terms consistent with this Section 2.18. Prior to entering into any Term Extension Agreement, the Borrower shall provide written notice to the Administrative Agent (who shall
provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established thereunder, which terms
shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended except (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of
any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the
scheduled amortization payments reflected in Section 2.07 or in the Incremental Amendment, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended, in each case as more particularly set
forth in Section 2.18(c) below), (y) all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans may be higher or lower than the all-in pricing (including, without limitation, margins,
fees and premiums) for the Term Loans of such Existing Term Loan Class, in each case, to the extent provided in the applicable Term Extension Agreement and (z) the voluntary and mandatory prepayment rights of the Extended Term Loans shall be
subject to the provisions set forth in Section 2.05. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class exchanged into Extended Term Loans pursuant to any Term Loan Extension Request. Any
Extended Term Loans of any Term Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended; provided that any Extended Term Loans extended may, to the extent
provided in the applicable Term Extension Agreement, be designated as an increase to any previously established Class of Extended Term Loans; provided that in no event shall there be more than ten Classes of Term Loans outstanding at any
time. 
 (b) The Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days prior to the date on
which Lenders under the Existing Term Loan Class are requested to respond. Except as provided in the second succeeding sentence, any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of an
Existing Term Loan Class subject to such Term Loan Extension Request exchanged into Extended Term Loans shall notify the Administrative Agent (an “Term Extension Election”) on or prior to the date specified in such Term Loan
Extension Request of the amount of its Term Loans which it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans subject to Term Extension Elections exceeds the amount of Extended Term Loans requested
pursuant to the Term Loan Extension Request, Term Loans subject to Term Extension Elections shall be exchanged to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Term Extension Election.
Notwithstanding the foregoing, the Borrower shall be permitted to specify in the Term Loan Extension Request, any Lender or Lenders as Extending Term Lenders (subject to the consent of such Lender or Lenders) and any Lenders not so specified in such
Term Loan Extension Request shall not have the right to make a Term Extension Election with respect to such Term Loan Extension Request. 

(c) Extended Term Loans shall be established pursuant to an amendment (an “Term Extension Agreement”) to this Agreement
(which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.18(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the
Extending Term Lenders with respect to the Extended Term Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Term Lenders. Notwithstanding anything to the contrary in this Section 2.18 and without
limiting the generality or applicability of Section 10.01 to any Section 2.18 Additional Agreements, any Term Extension Agreement may provide for additional terms and/or additional amendments other than those referred to or contemplated
above (any such additional amendment, a “Section 2.18 Additional Agreement”) to this Agreement and the other Loan Documents; provided that such Section 2.18 Additional Agreements do not become effective prior to the time
that such Section 2.18 Additional Agreements have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of Incremental Term Loans provided for in any Incremental Amendment and (2) consents
applicable to holders of any Extended Term Loans provided for in any Term Extension Agreement) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.18 Additional Agreements to become
effective in accordance with Section 10.01. It is understood and agreed that each Lender that has consented to this Agreement has consented and shall at the effective time thereof be deemed to consent to each amendment in this Agreement and the
other Loan Documents authorized by this Section 2.18 and the arrangements described above in connection 

  
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therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.18 Additional Agreement. In connection with any Term Extension
Agreement, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Term Extension Agreement, the Credit Agreement as amended thereby, and such of the other Loan
Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and (ii) to the effect that such Term Extension Agreement, including without limitation, the Extended
Term Loans provided for therein, does not conflict with or violate the terms and provisions of Section 10.01 of this Agreement. 

SECTION 2.19. Refinancing Amendment. 

(a) On one or more occasions after the Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial
institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.19 (each, an
“Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or
Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving
Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in
Section 10.07(l) as they would otherwise by subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments) in respect of all
or any portion of any Class of Term Loans or Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit
Commitments or Other Revolving Credit Loans pursuant to a Refinancing Amendment. 
 (b) The effectiveness of any Refinancing Amendment shall
be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal
opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Effective Date or the Restatement Effective Date, as applicable, other than changes to such legal opinion resulting from a change in law,
change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the
Administrative Agent in order to ensure that such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans is provided with the benefit of the applicable Loan Documents. 

(c) Such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans shall mature
no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable and shall not be shorter than, the longest
remaining Weighted Average Life to Maturity of the Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit Commitments, as applicable, being refinanced at the such time. Refinancing Term Loans and Other Revolving Credit Loans that
are secured on a pari passu basis with the Facilities shall be subject to the First Lien Intercreditor Agreement and Refinancing Term Loans and Other Revolving Credit Loans that are secured on a junior basis with the Facilities shall be
subject to the Second Lien Intercreditor Agreement. 
 (d) All other terms applicable to such Refinancing Term Loans, Refinancing Term
Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans (other than provisions relating to pricing, original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders
providing such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans, as applicable) shall be substantially identical to, or no more favorable to the Lenders providing such
Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans than, those applicable to the then outstanding Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit
Commitments, as applicable, of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans in effect on the effective date of any such Refinancing
Amendment immediately prior to the borrowing of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable. 

  
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 (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan
Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the refinancing Indebtedness incurred pursuant
thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such
other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19, and the Required Lenders
hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. 
 (f) This Section 2.19 shall
supersede any provisions in Section 2.13 or Section 10.01 to the contrary. 
 SECTION 2.20. Defaulting Lenders. 

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i)
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Required Facility
Lenders. 
 (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 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 Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.03(f);
fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in
accordance with Section 2.03(f); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or
Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to
the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Borrowing 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 Borrowing owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowing owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.20(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 2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and
each Lender irrevocably consents hereto. 

  
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 (iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any
commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a
Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.03(f). 

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

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C
Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that, at the
date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing, and such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such
Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.27, 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 (iv) above cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and
(y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.03(f). 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swing Line Lender and L/C Issuer agree in writing that a
Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with
respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the
Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to Section 2.20(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 Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender. 
 (c) New Swing Line Loans/Letters of Credit. So long as any Lender is Defaulting
Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no L/C Issuer shall be required to
issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

  
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 ARTICLE III 

Taxes, Increased Costs Protection and Illegality 

SECTION 3.01. Taxes. 
 (a)
Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor to or for the account of
any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities (including additions to tax, penalties and interest) with respect thereto (all such items being hereinafter referred to as “Taxes”), except as required by applicable Law. If the Borrower shall be required by any Laws to
deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) if such Taxes are Taxes other than, (a) in the case of each Agent and each Lender, Taxes imposed on or measured by its net
income (including branch profits), and franchise (and similar) Taxes imposed on it in lieu of net income Taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is
organized or maintains a Lending Office, (b) any Taxes imposed as a result of a present or former connection between such Agent or Lender and the jurisdiction imposing such Taxes (other than a connection arising from such Agent or Lender having
executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to this Agreement, or sold or assigned an
interest in this Agreement) (all such Taxes being hereinafter referred to as “Other Connection Taxes”) that are imposed on or measured by net income, franchise Taxes, or branch profits Taxes, and (c) any withholding Taxes
imposed under FATCA (all such excluded Taxes being hereinafter referred to as “Excluded Taxes,” and all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the
Borrower under this Agreement or any other Loan Document being hereinafter referred to as “Indemnified Taxes”), then the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws and (iv) within thirty (30) days after the date of such payment (or, if receipts or
evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to the Administrative Agent the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt is
issued therefor, or other written proof of payment thereof is reasonably satisfactory to the Administrative Agent. 
 (b) In addition, the
Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes or charges or similar levies which arise from any payment made under any Loan Document or
from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document excluding, in each case, such amounts that (a) result from an Assignment and Assumption, grant of a participation,
transfer or assignment to or designation of a new applicable Lending Office or other office for receiving payments under any Loan Document, except to the extent that any such change is requested or required in writing by the Borrower and
(b) are Other Connection Taxes (all such non-excluded Taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”). 

(c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including
any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii) any reasonable expenses arising therefrom or with respect
thereto, in each case whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides the Borrower with a
written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within ten (10) Business Days after the date such Lender or such Agent provides the
Borrower with such a written statement. 

  
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 (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document,
the Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender, as the case may be, to the extent that such Lender becomes subject to Taxes subsequent to the Original Effective Date
(or, if later, the date such Lender becomes a party to this Agreement) as a result of a change in the place of organization or place of doing business of such Lender or a change in the lending office of such Lender, except to the extent that any
such change is requested or required in writing by the Borrower (and provided that nothing in this paragraph (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a
change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law). 
 (e)
Notwithstanding anything to the contrary in this Agreement or any other Loan Document (except with respect to Taxes imposed under FATCA), if a Lender or an Agent is subject to U.S. federal withholding Tax at a rate in excess of zero percent at the
time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, U.S. federal withholding Tax (including additions to tax, penalties and interest imposed with respect to such U.S. federal withholding Tax which is excluded
from Indemnified Taxes under this paragraph (e)) imposed by such jurisdiction at such rate shall be considered an Excluded Tax, unless such Lender or Agent, as the case may be, is entitled to a lesser rate of withholding and provides the appropriate
forms certifying that a lesser rate applies, whereupon U.S. federal withholding Tax at such lesser rate only shall be considered an Excluded Tax for periods for which such Lender or Agent provides the appropriate forms in a manner that complies with
Section 10.15 of this Agreement certifying that such lesser rate applies; provided that, if at the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a party to this Agreement (or a change in Lending
Office), the Lender assignor (or such Foreign Lender) was entitled to payments under paragraph (a) of this Section 3.01 in respect of U.S. federal withholding Tax with respect to interest paid at such date, then to such extent, the term
Indemnified Taxes shall include the U.S. federal withholding Tax, if any, applicable with respect to the Lender assignee on such date, unless such Lender assignee is entitled to a lesser rate of withholding, whereupon the term Indemnified Taxes
shall include U.S. federal withholding Tax only at such lesser rate. 
 (f) If any Lender or Agent determines, in its reasonable discretion,
that it is entitled to receive a refund in respect of any Taxes as to which indemnification or additional amounts have been paid to it by the Borrower or any Guarantor pursuant to this Section 3.01, it shall use its reasonable best efforts to
receive such refund and upon receipt of any such refund shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or any Guarantor under this Section 3.01 with respect to
the Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower or such Guarantor, net of all reasonable out-of-pocket expenses of the Lender or Agent, as the case
may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower or such Guarantor, upon the request of the Lender or Agent, as the case may be, agrees
promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy
of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems
confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or
disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments
to which it may be entitled. 
 (g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of
Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and
provided further that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). 

  
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 SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate or the
Adjusted EURIBOR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended
until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such
day, or promptly, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in
connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender. 
 SECTION 3.03. Alternate Rate of Interest. 

(a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 3.03, if prior to the commencement of any Interest Period
for a Eurodollar Borrowing: 
  

	 	(i)	 the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate, the Adjusted EURIBOR Rate or the EURIBOR Rate, as applicable (including because the Relevant Screen Rate is not available or published on a current
basis), for the applicable Agreed Currency and such Interest Period, provided that no Benchmark Transition Event shall have occurred at such time; or 


  

	 	(ii)	 the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate, the
Adjusted EURIBOR Rate or the EURIBOR Rate, as applicable, for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for the applicable Agreed Currency and such Interest Period; 


 then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (A) any interest election request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, (B) if any borrowing request requests a Eurodollar
Borrowing in Dollars, such Borrowing shall be made as a Base Rate Borrowing and (C) if any borrowing request requests a Eurodollar Borrowing in Euros, then such request shall be ineffective; provided that if the circumstances giving rise to
such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Furthermore, if any Eurodollar Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice from the
Administrative Agent referred to in this Section 3.03(a) with respect to a Relevant Rate applicable to such Eurodollar Loan, then (i) if such Eurodollar Loan is denominated in Dollars, then on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars on such day or (ii) if such
Eurodollar Loan is denominated in any Agreed Currency (other than Dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the
Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Base Rate Loan denominated
in Dollars (in an amount equal to the Dollar Amount of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized
to effect such conversion of such Eurodollar Loan into a Base Rate Loan denominated in dollars), and, in the case of such subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to
the aforementioned notice no longer exist, such Base Rate Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurodollar Loan denominated in such original Agreed Currency (in an amount equal to
the Euro Currency Equivalent of such Agreed Currency) on the day of such notice being given to the Borrower by the Administrative Agent. 
  

  
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 (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any
Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.03), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after
the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by
such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 
 (c) Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, solely with respect to a Dollar-denominated Loan, if a Term SOFR Transition Event and its related Benchmark Replacement Date have
occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such
Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the
Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its
sole discretion. 
 (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to
make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document. 
 (e) The Administrative Agent will
promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03. 

(f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any
tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor 

  
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that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all
Benchmark settings at or after such time to reinstate such previously removed tenor. 
 (g) Upon the Borrower’s receipt of notice of the
commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period
and, failing that, either (x) the Borrower will be deemed to have converted any such request for a Eurodollar Borrowing denominated in Dollars into a request for a Borrowing of or conversion to Base Rate Loans or (y) any Eurodollar
Borrowing denominated in Euros shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or
such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurodollar Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurodollar Loan, then (i) if such Eurodollar Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars on such day or (ii) if such Eurodollar Loan is denominated in
any Agreed Currency (other than Dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such
day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Base Rate Loan denominated in Dollars (in an amount equal to the
Dollar Amount of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such
Eurodollar Loan into a Base Rate Loan denominated in Dollars), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Currency pursuant to this Section 3.03, such Base
Rate Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurodollar Loan denominated in such original Agreed Currency (in an amount equal to the Euro Currency Equivalent of such Agreed
Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency. 
 SECTION
3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans. 
 (a) If any Lender reasonably determines
that as a result of any Change in Law or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Loans or issuing or participating in Letters of
Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from
(i) Indemnified Taxes or Other Taxes covered by Section 3.01, (ii) the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender or (iii) reserve requirements contemplated by Section 3.04(c)) and
the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurodollar Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such
Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the
Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 
 (b) If any
Lender determines that any Change in Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital or liquidity adequacy and such Lender’s desired
return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with
Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. 

  
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 (c) The Borrower shall 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 Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar 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 in the absence of manifest error), 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 Eurodollar 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 absent manifest
error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent)
of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt
of such notice. 
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not
constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or
reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided further that, if the circumstance giving rise
to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially
reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant
to Section 3.04(a), (b), (c) or (d). 
 SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan; or 
 (b) any failure by the Borrower (for a reason other than the failure of such
Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 

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

  
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 Each Amendment No. 5 Dollar Term B-3 Consenting Lender waives the provisions of this
Section 3.05 with respect to the prepayment and/or conversion of its Dollar Term B-2 Loans immediately following the Amendment No. 5 Effective Date. 

SECTION 3.06. Matters Applicable to All Requests for Compensation. 

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the
additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods. 

(b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to
compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving
rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by
notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Loans, or to convert Base Rate Loans into Eurodollar Loans, until the event or
condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so
requested. 
 (c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Loan, or to convert
Base Rate Loans into Eurodollar Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for
such Eurodollar Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in
Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: 
 (i) to the extent that such Lender’s
Eurodollar Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Loans shall be applied instead to its Base Rate Loans; and 

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Loans shall be made
or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Loans shall remain as Base Rate Loans. 

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01,
3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurodollar Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the extent necessary
so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

 SECTION 3.07. Replacement of Lenders under Certain Circumstances. 

(a) If at any time (i) any Lender requests reimbursement for amounts owing pursuant to Section 3.01 or 3.04 as a result of any
condition described in such Sections or any Lender ceases to make Eurodollar Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a
Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 10.07(b) (with the assignment fee to be paid by the 

  
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Borrower in such instance) all of its rights and obligations under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations with respect to the Class of
Loans or Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a
replacement Lender or other such Person; and provided further that (A) 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 and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable
departure, waiver or amendment of the Loan Documents. 
 (b) Any Lender being replaced pursuant to Section 3.07(a) above shall
(i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the
Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C
Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with
such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder
and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such
assigning Lender. 
 (c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced
hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an
issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such
outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09. 

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any
provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with
respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting
Lender”. 
 SECTION 3.08. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder. 
 ARTICLE IV 

Conditions Precedent to Credit Extensions 

SECTION 4.01. Conditions of Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become
effective on and as of the date (the “Restatement Effective Date”), which shall occur on or prior to May 20, 2014, on which each of the following conditions precedent shall have been satisfied or duly waived: 

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 

(i) executed counterparts of this Agreement; 

  
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 (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at
least two Business Days in advance of the Restatement Effective Date; 
 (iii) each Collateral Document set forth on Schedule 1.01A
required to be executed on the Restatement Effective Date as indicated on such schedule, duly executed by each Loan Party, as applicable, thereto, together with: 

(A) to the extent not previously delivered to the Collateral Agent under the Existing Credit Agreement, certificates, if any,
representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; 

(B) [reserved]; and 

(C) evidence that all other actions, recordings and filings required by the Collateral Document as of the Restatement Effective
Date that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; 

(iv) 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 reasonably 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 or is to be a party on the Restatement Effective Date; 
 (v) an opinion from Simpson Thacher &
Bartlett LLP, New York counsel to the Loan Parties substantially in the form of Exhibit H; 
 (vi) [reserved]; 

(vii) a certificate attesting to the Solvency of the Loan Parties, on a consolidated basis, on the Restatement Effective Date after giving
effect to the Transaction, from the Chief Financial Officer or other officer with equivalent duties of the Borrower; 
 (viii) to the extent
not previously delivered to the Collateral Agent under the Existing Credit Agreement, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been
named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; 

(ix) [reserved]; 
 (x) a Committed
Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; 
 (xi) copies of a recent Lien and
judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties; and 
 (xii) for any
Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”), (A) the Borrower’s written acknowledgment of receipt of
written notification from the Collateral Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood
Insurance Program and (B) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance
satisfactory to the Collateral Agent and naming the Collateral Agent as mortgagee and sole loss payee on behalf of the Lenders. 

  
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 (b) All fees and expenses required to be paid hereunder and invoiced on or before the
Restatement Effective Date shall have been paid in full in cash or will be paid on the Restatement Effective Date out of the initial Credit Extension. 

(c) The Administrative Agent shall have received (i) the Audited Financial Statements and the audit report for such financial statements
(which shall not be subject to any qualification), (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for each subsequent
fiscal quarter ended at least forty-five (45) days before the Restatement Effective Date (the “Unaudited Financial Statements”), which financial statements shall be prepared in accordance with GAAP, and (iii) the Pro Forma
Financial Statements. 
 SECTION 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for
Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Loans and other than a Request for Credit Extension for Incremental Commitments which shall be governed by
Section 2.14) is subject to the following conditions precedent: 
 (a) The representations and warranties of the Borrower and each other
Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically
refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse
Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. 

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

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)(or, in the case of a Request
for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14) have been satisfied on and as of the date of the applicable Credit Extension. 

ARTICLE V 

Representations and Warranties 

The Borrower represents and warrants to the Agents and the Lenders that: 

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

  
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 SECTION 5.02. Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as
permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any
material 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 material Law; except with respect to any conflict, breach or contravention or
payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.03. Governmental Authorization; Other Consents. No material 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, or for the consummation of the Transaction, (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 priority 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, except for (i) filings
necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or
made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse
Effect. 
 SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each
Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as
such enforceability may be limited by Debtor Relief Laws and by general principles of equity. 
 SECTION 5.05. Financial Statements; No
Material Adverse Effect. 
 (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all
material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods
covered thereby, except as otherwise expressly noted therein. 
 (ii) The unaudited pro forma consolidated balance sheet of
the Borrower and its Subsidiaries as at March 31, 2014 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the
9 month period ending on March 31, 2014 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving
effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be
reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at March 31, 2014 and their estimated results of operations
for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby. 

(b) Since March 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. 
 (c) The forecasts of consolidated balance sheets, income statements and cash
flow statements of the Borrower and its Subsidiaries, copies of which have been furnished to the Administrative Agent prior to the Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of
the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. 

  
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 (d) As of the Restatement Effective Date, neither the Borrower nor any Subsidiary has any
Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of
business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. 

SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.07. No Default. Neither the
Borrower nor any Restricted Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Restricted Subsidiaries has good record title to, or valid
leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its
ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. 
 SECTION 5.09. Environmental Compliance. 

(a) There are no pending or, to the knowledge of the Borrower, threatened claims, actions, suits, or proceedings alleging potential liability
or responsibility for violation of, or otherwise relating to, any applicable Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there are no and
never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or
operated by any Loan Party or any of its Restricted Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Restricted Subsidiaries; (ii) there is no asbestos or asbestos-containing material
on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; and (iii) Hazardous Materials have not been released, discharged or disposed of by any of the Loan Parties and their Restricted Subsidiaries at
any location in a manner which would give rise to liability under applicable Environmental Laws. 
 (c) The properties currently or formerly
owned, leased or operated by the Borrower and the Restricted Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, (ii) require remedial action under, or (iii) could give
rise to liability under, applicable Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 

(d) Neither the Borrower nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually or together with
other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site or location, either voluntarily or pursuant
to the order of any Governmental Authority or the requirements of any applicable Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 

  
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 (e) All Hazardous Materials transported from any property currently or formerly owned or
operated by any Loan Party or any of its Restricted Subsidiaries for off-site disposal have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. 

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan
Parties and their Restricted Subsidiaries has contractually assumed any liability or obligation under or relating to any applicable Environmental Law. 

(g) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the Loan Parties and
each of their Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with all applicable Environmental Laws. 

SECTION 5.10. Taxes. Except as set forth in Schedule 5.10 or except as could not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries have (i) timely filed all federal, state, foreign and other tax returns and reports required to be filed, and (ii) have timely paid
all federal, state, foreign and other Taxes 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. 
 SECTION 5.11. ERISA Compliance. 

(a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other federal or state Laws. 

(b) (i) No ERISA Event has occurred during the period beginning on January 1, 2003 through the date on which this representation is
made or deemed made; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived and, on and after the effectiveness of the Pension Act, no Pension Plan has failed
to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; and
(v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 
 (c) Except where noncompliance would not
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders, and (ii) neither a Loan Party nor any Restricted Subsidiary have incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as would not reasonably
be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of a Loan Party
or Restricted Subsidiary (based on the actuarial assumptions used for purposes of the applicable jurisdiction’s financial reporting requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan
which is not funded, the obligations of such Foreign Plan are properly accrued. 
 SECTION 5.12. Subsidiaries; Equity Interests. As
of the Restatement Effective Date, neither the Borrower nor any other Loan Party has any Material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in the Borrower and the
Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents
and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Restatement Effective Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party, (b) sets forth
the ownership interest of Holdings, the Borrower and any Guarantor in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the
Restatement Effective Date pursuant to the Collateral and Guarantee Requirement. 

  
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 SECTION 5.13. Margin Regulations; Investment Company Act. 

(a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will
be used for any purpose that violates Regulation U. 
 (b) None of the Borrower, any Person Controlling the Borrower or any Restricted
Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
 SECTION
5.14. Disclosure. 
 (a) To the best of the Borrower’s knowledge, no report, financial statement, certificate or other written
information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial
information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may
vary from actual results and that such variances may be material. 
 (b) As of the Amendment No. 5 Effective Date, to the best knowledge
of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Amendment No. 5 Effective Date to any Lender in connection with this Agreement is true and correct in all respects. 

SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Restricted Subsidiaries own, license or possess
the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower, without violation of the rights of any Person, except to the extent such violations,
either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no such IP Rights infringe upon any rights held by any Person except for such infringements, individually
or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Restricted
Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.16.
Solvency. On the Restatement Effective Date after giving effect to the Transaction the Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent. 

SECTION 5.17. Subordination of Junior Financing. The Obligations are “Senior Debt”, “Senior Indebtedness”,
“Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation. 

  
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 SECTION 5.18. USA PATRIOT Act, Etc. 

(a) To the extent applicable, each of Holdings and its Subsidiaries is in compliance in all material respects with all applicable
(i) Sanctions and (ii) the USA PATRIOT Act. 
 (b) Borrower represents that neither Holdings nor any of its Subsidiaries
(collectively, the “Company”) nor to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Company, is an individual or entity (“Specified Person”) that is, or is
owned or controlled by Specified Persons that are: 
 (i) the subject of any sanctions administered or enforced by the U.S. government,
including the U.S. Department of Treasury’s Office of Foreign Assets Control and the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (“HMT”), (collectively,
“Sanctions”), nor 
 (ii) located, organized or resident in a country or territory that is the subject or target of
Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (such country, a “Sanctioned Country”). 

(c) No part of the proceeds of the Loans will be used, directly or indirectly, for any offer, payment, promise to pay, authorization of the
payment or giving of money, or anything else of value to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain
or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), anti-money laundering rules and
regulations or any other applicable anti-corruption laws (“Anti-Corruption Laws”) or for the purposes of funding, financing or facilitating any activities or business with any Specified Person that, at the time of such financing, is
the subject of any Sanctions, or located in a Sanctioned Country or in any other manner that will result in a violation of Sanctions by any Specified Person. The Borrower has implemented and maintains in effect policies and procedures designed to
ensure compliance by Holdings and its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws. Holdings and, to the knowledge of the Borrower, its Subsidiaries have conducted their businesses
in compliance, in all material respects, with applicable Anti-Corruption Laws and Holdings and its Subsidiaries will conduct their business in a manner designed to promote and achieve compliance, in all material respects, with such laws and with the
representation and warranty contained herein. 
 ARTICLE VI 

Affirmative Covenants 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to: 

SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender: 

(a) as soon as available, but in any event within ninety (90) days after the end of each subsequent fiscal year of the
Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent
registered public accounting firm of nationally recognized standing, 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 other than a going concern qualification resulting solely from an upcoming maturity date under the Facilities occurring within one year from the time such opinion is
delivered; 

  
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 (b) as soon as available, but in any event within forty-five (45) days
after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended September 30, 2014), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the
fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by
a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal year-end adjustments and the absence of footnotes; and 
 (c) simultaneously with the delivery of each set of
consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such
consolidated financial statements. 
 Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this
Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower that holds all of the Equity
Interests of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B),
(i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such
parent), on the one hand, and the information relating to the Borrower and the Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under
Section 6.01(a), such materials are accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, 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. 

SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: 

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and
(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
 (b) promptly after the same
are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any
registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise
required to be delivered to the Administrative Agent pursuant hereto; 
 (c) promptly after the furnishing thereof, copies of
any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Restricted
Subsidiaries having an aggregate outstanding principal amount greater than the Threshold Amount or pursuant to the terms of any High Yield Notes Documentation, Unsecured Term Loan Documentation, Subordinated Lien Facility Documentation or Junior
Financing Documentation, in each case, so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this
Section 6.02; 

  
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 (d) together with the delivery of the financial statements pursuant to
Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such
information since the Restatement Effective Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory
prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that
there is no change in such information since the later of the Restatement Effective Date or the date of the last such list; 

(e) (i) promptly following any request therefor, on and after the effectiveness of the Pension Act, copies of (i) any
documents described in Section 101(k)(1) of ERISA that the Borrower and any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or
any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the
applicable Plan or Multiemployer Plan, the Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt
thereof; 
 (f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any
Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and 

(g) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each
Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative
Agent and maintaining its copies of such documents. 
 SECTION 6.03. Notices. Promptly after obtaining actual knowledge thereof,
notify the Administrative Agent: 
 (a) of the occurrence of any Default; and 

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including such
matters arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Restricted Subsidiary, (ii) any dispute, litigation, investigation or
proceeding between any Loan Party or any Restricted Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Restricted Subsidiary,


  
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including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or any of its Restricted Subsidiaries
with, or liability under, any applicable Environmental Law or Environmental Permit, (iv) the occurrence of any ERISA Event or (v) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender
that would result in a change to the list of beneficial owners identified in such certification. 
 Each notice pursuant to this Section
shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. 
 SECTION 6.04. Payment of
Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect. 

SECTION 6.05. Preservation of Existence, Etc. (a) 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 (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except in the case of clause (a) and (b), (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or
(ii) pursuant to a transaction permitted by Section 7.04 or 7.05. 
 SECTION 6.06. Maintenance of Properties. Except if the
failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and
condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent
industry practice. 
 SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies,
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 (after giving effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. 

SECTION 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 if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 

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

SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to
visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party or a Restricted Subsidiary) and
to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of
the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one
(1) such time shall 

  
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be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in
any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection,
examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. 

SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or
reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: 

(a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted
Subsidiary or an Excluded Subsidiary) by any Loan Party, the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary or any Subsidiary becoming a Material
Subsidiary: 
 (i) within forty five (45) days after such formation, acquisition or designation or such longer period as the
Administrative Agent may agree in its discretion: 
 (A) cause each such Domestic Subsidiary that is required to become a
Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent; 

(B) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee
Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements and documents
(including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement,
Intellectual Property Security Agreements and other Collateral Documents executed and delivered in connection with the Existing Credit Agreement), in each case granting Liens required by the Collateral and Guarantee Requirement; 

(C) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee
Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Subsidiary and required to be pledged pursuant to the Collateral Documents,
indorsed in blank to the Collateral Agent; 
 (D) take and cause such Restricted Subsidiary and each direct or indirect
parent of such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including, in the case of Domestic Subsidiaries, the recording of Mortgages, the filing of
Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by
general principles of equity (regardless of whether enforcement is sought in equity or at law), 

  
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 (ii) within forty five (45) days after the request therefor by the Administrative Agent
(or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan
Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and 

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to
each Material Real Property, any existing title reports, surveys or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however,
that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their
respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained. 

(b) after the Restatement Effective Date, not later than ninety (90) days after the acquisition by any Loan Party of any Material Real
Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and
Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the
Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject
to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. 

SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply, and take all commercially reasonable actions to cause any lessees and other Persons operating or occupying its properties to comply with all applicable
Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and, (c) in each case to the extent required by applicable Environmental Laws, 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 applicable
Environmental Laws. 
 SECTION 6.13. Further Assurances. 

(a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the
execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) 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 may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents. 

(b) In the case of any Material Real Property, provide the Administrative Agent with Mortgages with respect to such owned real property within
ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such real
property in each case together with: 
 (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered
and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights
described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent; 

  
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 (ii) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to
exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein,
free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct
access reinsurance as the Administrative Agent may reasonably request; 
 (iii) opinions of local counsel for the Loan Parties in states in
which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; 

(iv) for any Flood Hazard Property, (A) the Borrower’s written acknowledgment of receipt of written notification from the Collateral
Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (B) copies of the
Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent and naming the
Collateral Agent as mortgagee and sole loss payee on behalf of the Lenders; and 
 (v) such other evidence that all other actions that the
Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken. 

SECTION 6.14. Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary
as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes
of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation (or in the
case such Subsidiary to be designated is newly acquired, if the Borrower so elect in writing to the Administrative Agent, at the time the definitive documentation of such acquisition is entered into by the Borrower or any of its Restricted
Subsidiaries), the Interest Coverage Ratio shall exceed 2.00:1.00 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate
setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the High Yield
Notes, the Unsecured Term Loan or any Junior Financing, as applicable. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net
book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at
such time. 
 SECTION 6.15. Post-Closing Matters. To the extent such items have not been delivered as of the Restatement Effective
Date, within ninety (90) days after the Restatement Effective Date, unless waived or extended by the Collateral Agent in its sole discretion, the applicable Loan Party shall deliver to the Collateral Agent the following: 

(i) evidence that amendments, supplements or restatements, as applicable, of the Existing Mortgages (each, a “Mortgage
Amendment”) in form and substance reasonably satisfactory to the Collateral Agent, have been duly executed, acknowledged and delivered and are in form suitable for filing and recording in all filing and recording offices that the Collateral
Agent may deem necessary or desirable in order to maintain or protect the Lien created thereby or priority thereof; 

  
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 (ii) record owner and lien searches and modification and date-down endorsements to the
existing title insurance policy for each Mortgaged Property confirming ownership by the applicable Loan Party and showing no Liens of record except any Liens expressly permitted by the Credit Agreement; 

(iii) evidence of payment of all applicable title insurance premiums, mortgage recording taxes, fees, charges, costs and expenses required for
the recording of each Mortgage Amendment and issuance of the date-down endorsements referenced in clauses (i) and (ii) above; 

(iv) to the extent reasonably available, an affidavit of “no change” with respect to the existing survey of the Mortgaged Property
located at 10245 Hickman Mills Drive, Kansas City, MO in form satisfactory to the issuer of the applicable title insurance policy with respect to such Mortgaged Property; and 

(v) favorable written opinions of local counsel for the Loan Parties (A) in the state in which each Mortgaged Property is located, with
respect to the enforceability and perfection of the Mortgage and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent, and (B) in the state in which each Loan Party party to a Mortgage is
organized or formed, with respect to the valid existence, corporate power and authority of such Loan Party in the granting of such Mortgage, in form and substance reasonably satisfactory to the Administrative Agent. 

SECTION 6.16. Maintenance of Flood Insurance. If any portion of Improvements (as defined in the Mortgage) constituting part of the
Mortgaged Properties is a Flood Hazard Property, Borrower will (or will cause the applicable mortgagor to) purchase flood insurance in an amount satisfactory to the Administrative Agent, but in no event less than the maximum limit of coverage
available under the National Flood Insurance Act of 1968, as amended or supplemented from time to time, and including the regulations issued thereunder. 

ARTICLE VII 

Negative Covenants 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly: 

SECTION 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 Restatement Effective Date; provided that any Lien securing Indebtedness in excess of
(x) $2,500,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed on Schedule 7.01(b)) shall only be
permitted to the extent such Lien is listed on Schedule 7.01(b); 
 (c) Liens for Taxes which are not overdue for a
period of more than thirty (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 to the extent
required in accordance with GAAP; 
 (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics,
materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are
unfiled and no other action has been taken to enforce such Lien 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 to the extent required in accordance with GAAP; 

  
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 (e) (i) pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary; 

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for
borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of
business; 
 (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor
title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any Material Subsidiary and any exception on the title polices issued in connection
with the Mortgaged Property; 
 (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); provided that
(i) such Liens attach concurrently with or within three hundred and sixty-five (365) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens
do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits and
(iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets
subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; 

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not
(i) interfere in any material respect with the business of the Borrower or any Material Subsidiary, taken as a whole, or (ii) secure any Indebtedness; 

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (l) Liens (i) of a collection bank
arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and
(iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters
customary in the banking industry; 
 (m) Liens (i) on cash advances in favor of the seller of any property to be
acquired in an Investment permitted pursuant to Section 7.02(f), (j) or (o) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted
under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 

(n) Liens on property of any Foreign Subsidiary securing Indebtedness incurred pursuant to Section 7.03; 

(o) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d); 

  
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 (p) Liens existing on property at the time of its acquisition or existing on
the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Restatement Effective Date (other than Liens on the
Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend
to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other
obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would
not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e) or (g); 

(q) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the
ordinary course of business; 
 (r) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable
customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; 

(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or
other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary
course of business; 
 (u) Liens solely on any cash earnest money deposits made by the Borrower or any of the Restricted
Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 
 (v) (i) Liens placed
upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the
assets of such Restricted Subsidiary and any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness) incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition; 

(w) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries
are located; 
 (x) Liens arising from precautionary Uniform Commercial Code financing statement filings; 

(y) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 

(z) Liens on the Collateral (but not any other assets) securing Indebtedness under any Subordinated Lien Facility incurred
pursuant to Section 7.03(w) (or any Permitted Refinancing in respect thereof); provided such Liens are subject to the Subordinated Lien Intercreditor Agreement (or, in the case of any Permitted Refinancing thereof, another intercreditor
agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Subordinated Lien Intercreditor Agreement); 

  
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 (aa) any zoning or similar law or right reserved to or vested in any
Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any Material Subsidiary; 

(bb) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in
respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; 

(cc) Liens securing letters of credit in a currency other than Dollars permitted under Section 7.03(p) in an aggregate
amount at any time outstanding not to exceed $20,000,000; 
 (dd) Liens on the Securitization Assets arising in connection
with a Qualified Securitization Financing 
 (ee) Liens on assets of Restricted Subsidiaries that are not Loan Parties
securing Indebtedness permitted pursuant to Section 7.03; 
 (ff) Liens on the Collateral (but not any other assets)
securing Indebtedness permitted under Section 7.03(y); provided, that, to the extent such Liens are contemplated to be junior to the Liens securing the Obligations, such Liens shall be subject to the Subordinated Lien Intercreditor
Agreement and the Indebtedness secured by such Liens shall have been incurred pursuant to the Subordinated Lien Facility; provided, further that (A) if such Liens are on a pari passu basis with the Liens securing the
Obligations, the First Lien Leverage Ratio shall not exceed 4.50:1.00 and such Liens shall be subject to a First Lien Intercreditor Agreement and (B) if such Liens are junior to the Liens securing the Obligations, the Senior Secured Leverage
Ratio shall not exceed 6.00:1.00 and such Liens shall be subject to a Second Lien Intercreditor Agreement; 
 (gg) the
modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i), (p), (v) and (z) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than
(A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, provided that with respect to
such modification, replacement, renewal or extension of any Lien permitted by clause (z) of this Section 7.01, such Liens do not extend to any assets other than the Collateral; and (ii) the renewal, extension or refinancing of the
obligations secured or benefited by such Liens is permitted by Section 7.03; 
 (hh) other Liens securing Indebtedness
or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of $100,000,000 and 3.0% of Total Assets; 

(ii) Liens securing Permitted Other Debt issued pursuant to Section 7.03(u) so long as such Liens are subject to the First
Lien Intercreditor Agreement (if such Liens are secured on a pari passu basis with the Liens securing the Obligations) or a Second Lien Intercreditor Agreement (if such Liens rank junior to the Liens securing the Obligations); and 

(jj) Liens to secure Indebtedness permitted under Sections 7.03(aa) or 7.03(bb) so long as such Liens are subject to the First
Lien Intercreditor Agreement (if such Liens are secured on a pari passu basis with the Liens securing the Obligations) or a Second Lien Intercreditor Agreement (if such Liens rank junior to the Liens securing the Obligations). 

SECTION 7.02. Investments. Make or hold any Investments, except: 

(a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;


  
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 (b) loans or advances to officers, directors and employees of Holdings (or
any direct or indirect parent thereof), any Intermediate Holding Company, the Borrower or the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes,
(ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or after a Qualifying IPO, any Intermediate Holding Company or the Borrower) (provided that the amount of such
loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $20,000,000; 

(c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of
intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; 

(d) Investments (i) by any Loan Party in any other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party
that is a Restricted Subsidiary, (iii) by any Non-Loan Party in any Loan Party, (iv) by any Loan Party in any Non-Loan Party that is a Restricted Subsidiary; provided that all such Investments pursuant to this clause (iv) shall
be in the form of intercompany loans and evidenced by notes that have been pledged (individually or pursuant to a global note) to the Collateral Agent for the benefit of the Lenders (provided that in order to comply with the laws and
regulations of a jurisdiction where such Non-Loan Party is located or organized, Investments in an aggregate amount not to exceed $250,000,000 may be structured as an equity contribution or otherwise in a form other than an intercompany loan); 

(e) 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 and other credits to suppliers in the ordinary course of business; 

(f) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under
Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively; 
 (g) Investments (i) existing or contemplated on the
Restatement Effective Date and set forth on Schedule 7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Restatement Effective Date by the Borrower or any Restricted Subsidiary
in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) is not increased from the amount of such
Investment on the Restatement Effective Date except pursuant to the terms of such Investment as of the Restatement Effective Date or as otherwise permitted by this Section 7.02; 

(h) Investments in Swap Contracts permitted under Section 7.03; 

(i) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

 (j) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a
business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with
respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (each, a “Permitted Acquisition”): 

(A) to the extent required by Section 6.11, any such newly created or acquired Subsidiary (and, to the extent required
under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of
doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement); and 

  
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 (B) immediately after giving effect to such purchase or other acquisition
(or if the Borrower so elects in writing to the Administrative Agent, at the time the definitive documentation of such purchase or other acquisition is entered into by the Borrower or any of its Restricted Subsidiaries), the Borrower and the
Restricted Subsidiaries shall be in compliance with Section 7.14 (calculated on a Pro Forma Basis) for the Test Period in effect at the time such purchase or other acquisition is to occur but only to the extent such Section is applicable; 

(k) [reserved]; 

(l) Investments in the ordinary course of business consisting of Article III endorsements for collection or deposit and Article
IV customary trade arrangements with customers consistent with past practices; 
 (m) Investments (including debt obligations
and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business
or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 

(n) loans and advances to the Borrower (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount
of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such direct or indirect parent) in accordance with Section 7.06(f),
(g) or (k); 
 (o) other Investments that do not exceed the greater of $200,000,000 and 5.0% of Total Assets in the
aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity
Issuances that are Not Otherwise Applied and (ii) if as of the last day of the immediately preceding Test Period (or if the Borrower so elects in writing to the Administrative Agent, at the time the definitive documentation of such other
Investment is entered into by the Borrower or any of its Restricted Subsidiaries), the Interest Coverage Ratio exceeds 2.00:1.00 (calculated on a Pro Forma Basis), the Available Amount that is Not Otherwise Applied; 

(p) advances of payroll payments to employees in the ordinary course of business; 

(q) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or
by the Borrower or any Intermediate Holding Company or any direct or indirect parent of Holdings after a Qualifying IPO of Holdings, the Borrower, such Intermediate Holding Company or such direct or indirect parent of Holdings); 

(r) Investments held by a Restricted Subsidiary acquired after the Restatement Effective Date or of a Person merged or
consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Restatement Effective Date to the extent that such Investments were not made in contemplation of or in connection
with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(s) Guarantees by the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations
that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 
 (t)
(i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a
Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization
Repurchase Obligation in connection with a Qualified Securitization Financing; 

  
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 (u) Investments constituting the non-cash portion of consideration received
in a Disposition permitted by Section 7.05; 
 (v) Investments in Unrestricted Subsidiaries having an aggregate fair
market value, taken together with all other Investments made pursuant to this Section 7.02(v) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not
consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), in an amount not to exceed the greater of $100,000,000 and 3.0% of Total Assets (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value); provided that any Investment made by any Loan Party pursuant to this Section 7.03(v) shall be subordinated in right of payment to the Loans; 

(w) any Investment in a Similar Business taken together with all other Investments made pursuant to this Section 7.02(w)
that are at that time outstanding not to exceed the greater of $100,000,000 and 3.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this Section 7.02(w) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making
of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 7.02(d) above and shall cease to have been made pursuant to this
Section 7.02(w); 
 (x) Investments in joint ventures of the Borrower or any of its Restricted Subsidiaries, taken
together with all other Investments made pursuant to this Section 7.03(x) that are at that time outstanding not to exceed the greater of $60,000,000 and 2.0% of Total Assets (in each case, determined on the date such Investment is made, with
the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(y) any Investment by the Borrower or any Restricted Subsidiary so long as the Total Leverage Ratio determined on a Pro Forma
Basis is less than or equal to 3.75:1.00; and 
 (z) Investments in connection with internal reorganizations and/or
restructurings and related activities related to tax planning and reorganizations consisting of the transfer by any Loan Party of the Equity Interests of any Non-Loan Party to another Non-Loan Party in the form of a capital contribution or
intercompany note which is not pledged to the Secured Parties. 
 SECTION 7.03. Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except: 
 (a) Indebtedness of the Borrower and any of its Subsidiaries under the Loan Documents;

 (b) (i) Indebtedness outstanding on the Restatement Effective Date and listed on Schedule 7.03(b) and any
Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Restatement Effective Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not
exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so refinanced; provided that (x) any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an
intercompany note and (y) all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an intercompany note; 

  
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 (c) Guarantees by the Borrower and the Restricted Subsidiaries in respect of
Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted
Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any High Yield Note, the Unsecured Term Loan, any Subordinated Lien Facility or any Junior Financing shall
be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such
Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; 

(d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary to the
extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be unsecured and subject to the subordination terms set forth in
Section 5.03 of the Security Agreement; 
 (e) (i) Attributable Indebtedness and other Indebtedness (including
Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within three hundred and sixty-five (365) days
after the applicable acquisition, construction, repair, replacement or improvement in an aggregate amount at any one time not to exceed the greater of $150,000,000 and 5.0% of Total Assets (together with any Permitted Refinancings thereof),
(ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); 

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities
pricing risks incurred in the ordinary course of business and not for speculative purposes; 
 (g) Indebtedness assumed in
connection with any Permitted Acquisition, provided that (x) such Indebtedness (i) was not incurred in contemplation of such Permitted Acquisition and any Permitted Refinancing thereof, (ii) is secured only by the assets
acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (iii) the only obligors with respect to any Indebtedness incurred pursuant to this clause (g) shall be those Persons who were obligors of such
Indebtedness prior to such Permitted Acquisition and (y) both immediately prior and after giving effect thereto no Default shall exist or result therefrom; 

(h) (i) Indebtedness (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness
is not incurred in contemplation of such Permitted Acquisition, or (B) of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, that in
the case of each of (i) and (ii) above, such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (w) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the
subordination terms set forth in the Senior Subordinated Notes Indenture as of the Restatement Effective Date or as otherwise reasonably satisfactory to the Administrative Agent, (x) both immediately prior and after giving effect thereto no
Default shall exist or result therefrom, (y) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Latest Term Loan Maturity Date and (z) has terms and conditions (other than
interest rate and redemption premiums), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the Senior Subordinated Notes as of the Restatement Effective Date or as otherwise consistent with the
market for such Indebtedness; provided that notwithstanding anything contained in the Loan Documents to the contrary, (a) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any
Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors of such Indebtedness immediately prior to such Permitted Acquisition and (b) Restricted Subsidiaries that are Non-Loan Parties may not incur
Indebtedness pursuant to this clause (h) in an aggregate outstanding amount in excess of 3.0% of Total Assets; 

  
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 (i) Indebtedness representing deferred compensation to employees of the
Borrower (or any direct or indirect parent of the Borrower) and the Restricted Subsidiaries incurred in the ordinary course of business; 

(j) Indebtedness to current or former officers, directors, managers, consultants and employees, their respective estates,
spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 7.06; 

(k) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in a Permitted Acquisition, any other
Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; 

(l) Indebtedness consisting of obligations of the Borrower or any of the Restricted Subsidiaries under deferred compensation or
other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; 

(m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case in connection with deposit accounts; 
 (n) Indebtedness in an
aggregate principal amount not to exceed the greater of $250,000,000 and 8.0% of Total Assets at any time outstanding; provided that a maximum of the greater of $100,000,000 and 3.0% of Total Assets in aggregate principal amount of such
Indebtedness may be incurred by Non-Loan Parties; 
 (o) Indebtedness consisting of (a) the financing of insurance
premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank
guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; 

(q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar
obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with
past practice; 
 (r) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is
not recourse (except for Standard Securitization Undertakings) to the Borrower or any of its Restricted Subsidiaries; 
 (s)
Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; 

(t) Indebtedness in respect of the High Yield Notes and the Unsecured Term Loan and, in each case, any Permitted Refinancing
thereof; 
 (u) Indebtedness in respect of (i) any Permitted Other Debt issued or incurred in exchange for, or which
modifies, extends, refinances, renews, replaces or refunds or the Net Cash Proceeds therefrom are applied to the prepayment of Term Loans in the manner set forth in Section 2.05(b)(iii) and (ii) any Permitted Refinancing of such
Indebtedness; provided that, in the case of this subclause (ii), such Indebtedness otherwise complies with the definition of Permitted Other Debt; 

  
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 (v) Indebtedness incurred by a Foreign Subsidiary which, when aggregated
with the principal amount of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, does not exceed the greater of $300,000,000 and 10% of Total Assets; 

(w) (i) Indebtedness under a Subordinated Lien Facility in an aggregate principal amount not to exceed $200,000,000 at any
time outstanding; provided that at the time of the incurrence of such Indebtedness and after giving Pro Forma Effect thereto, no Default exists or would result therefrom, and (ii) Permitted Refinancings in respect thereof;
provided that the amount of Indebtedness incurred pursuant to this clause (w) shall not exceed at any time outstanding the sum of (1) $415,000,000 minus the aggregate amount of Incremental Term Loans and Incremental Revolving Credit
Commitments incurred or effected pursuant to Section 2.14(a)(1) and the aggregate amount of Indebtedness incurred pursuant to Section 7.03(aa) plus (2) all voluntary prepayments of Term Loans and (to the extent coupled with a
permanent reduction of the Revolving Credit Commitments) of Revolving Credit Loans prior to such time; 
 (x) Unsecured
Indebtedness of the Borrower or any Restricted Subsidiary; provided that (A) both immediately prior and after giving Pro Forma Effect to such incurrence no Default or Event of Default shall exist or result therefrom and (B) if such
Indebtedness is subordinated to the Obligations, it is done so on terms taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the Senior Subordinated Notes as of the Restatement Effective Date, as
otherwise consistent with the market for such Indebtedness or reasonably satisfactory to the Administrative Agent; 
 (y)
Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition; provided that such Indebtedness shall (A) in the case of Indebtedness secured on a pari passu basis with the Facilities, have a
maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of Indebtedness secured on a junior basis to the Facilities, have a maturity date that is at least 91 days after the Latest Maturity Date
at the time such Indebtedness is incurred, (B) in the case of Indebtedness secured on a pari passu basis with the Facilities, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to
Maturity of the Term Loans and, in the case of Indebtedness secured on a junior basis to the Facilities, shall not be subject to scheduled amortization prior to maturity, (C) if such Indebtedness is secured on a junior basis by a Loan Party, be
subject to the Second Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to the First Lien Intercreditor Agreement, (D) in the case of Indebtedness secured on a pari
passu basis with the Facilities, be subject to the “most favored nation” provision contained in Section 2.14 and (E) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional
prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole); 

(z) to the extent constituting Indebtedness, obligations in respect of the ‘Subsequent Payment Amount’ (under and as
defined in that certain Interest Purchase Agreement dated September 18, 2017 among the Borrower, Cook Pharmica LLC, a limited liability company organized under the laws of Indiana, Cook Group Incorporated, a corporation incorporated under the
laws of Indiana, and the other Persons party thereto, as in effect on the Amendment No. 3 Effective Date); 
 (aa)
(x) Indebtedness secured on a pari passu basis with the Facilities, (y) Indebtedness secured on a junior basis to the Facilities or (z) unsecured Indebtedness, in an aggregate principal amount not to exceed the sum of
(i) $415,000,000 minus the aggregate amount of Incremental Term Loans and Incremental Revolving Credit Commitments incurred or effected pursuant to Section 2.14(a)(1) and the aggregate amount of Indebtedness incurred pursuant to
Section 7.03(w) plus (ii) all voluntary prepayments of Term Loans and (to the extent coupled with a permanent reduction of the Revolving Credit Commitments) of Revolving Credit Loans prior to such time; provided that such
Indebtedness shall (A) in the case of clause (x) above, have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (y) above, have a maturity date that is at least
91 days 

  
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after the Latest Maturity Date at the time such Indebtedness is incurred, (B) in the case of clause (x) above, have a Weighted Average Life to Maturity not shorter than the longest
remaining Weighted Average Life to Maturity of the Term Loans and, in the case of clause (y) above, shall not be subject to scheduled amortization prior to maturity, (C) if such Indebtedness is secured on a junior basis by a Loan Party, be
subject to the Second Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) subject to the First Lien Intercreditor Agreement,
(D) in the case of clause (x) above, be subject to the “most favored nation” provision contained in Section 2.14 and (E) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional
prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole);
provided that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(bb), does not exceed
in the aggregate at any time outstanding, the greater of $100,000,000 and 3.0% of Total Assets, in each case determined at the time of incurrence; 

(bb) Permitted Ratio Debt and Permitted Refinancings thereof; provided, further, that any such Indebtedness
incurred pursuant to this definition by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(aa), does not exceed in the aggregate
at any time outstanding the greater of $100,000,000 and 3.0% of Total Assets, in each case determined at the time of incurrence; 

(cc) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in clauses (a) through (bb) above. 
 For purposes of determining compliance with any
Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such
Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness
denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. 
 For purposes of
determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (cc) above, the Borrower shall, in its sole
discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses;
provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred on such date in reliance only on the exception in clause (a) of Section 7.03 and (ii) all Indebtedness
outstanding under the High Yield Notes and the Unsecured Term Loan will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03. 

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be
deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. 
 SECTION 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: 
 (a) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the
purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person, and (y) such merger does not result in the Borrower ceasing to be organized under
the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted
Subsidiary, a Loan Party shall be the continuing or surviving Person; 

  
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 (b) (i) any Subsidiary that is not a Loan Party may merge or
consolidate with or into any other Subsidiary that is not a Loan Party and (ii) (A) any Subsidiary may liquidate or dissolve or (B) the Borrower or any Subsidiary may change its legal form if the Borrower determines in good faith that
such action is in the best interests of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders; 

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such
Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; 

(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person;
provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor
Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly
assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each
Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Loan Party,
unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) each
mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent)
confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of
counsel, each stating that such merger or consolidation and such supplement to this Agreement or any other Loan Document comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to,
and be substituted for, the Borrower under this Agreement; 
 (e) so long as no Default exists or would result therefrom, any
Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower,
which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; 

(f) so long as no Default exists or would result therefrom and no material assets have been transferred to such Subsidiaries
from the Borrower or any Subsidiary thereof from the Restatement Effective Date to the date of such dissolution or liquidation, the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated; and 

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition,
the purpose of which is to effect a Disposition permitted pursuant to Section 7.05. 

  
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 SECTION 7.05. Dispositions. Make any Disposition or enter into any agreement to make
any Disposition, except: 
 (a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter
acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; 

(b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or
any applications for registration of any immaterial IP Rights to lapse or go abandoned in the ordinary course of business); 

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of
similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); 

(d) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor of such
property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02; 

(e) Dispositions permitted by Sections 7.02, 7.04 and 7.06 and Liens permitted by Section 7.01; 

(f) Dispositions of property for fair market value pursuant to sale-leaseback transactions; 

(g) Dispositions in the ordinary course of business of Cash Equivalents; 

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case
in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; 

(i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; 

(j) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition
made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) such Disposition is for fair market value and (iii) with respect to any
Disposition pursuant to this clause (j) for a purchase price in excess of $50,000,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and
clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l) and clauses (i) and (ii) of Section 7.01(t)); provided,
however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or
such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which all of the Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents
(to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market
value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 2.5% of Total Assets at the time of the receipt of such Designated Non-Cash
Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash and Cash Equivalents; 

  
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 (k) Dispositions listed on Schedule 7.05(k) (“Scheduled
Dispositions”); 
 (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(m) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise
thereof; 
 (n) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; 
 (o) the unwinding of any Swap Contract pursuant to its terms; 

(p) any Disposition of Securitization Assets to a Securitization Subsidiary; 

(q) any Disposition of non-core assets or property, including assets or property (i) no longer used or useful in the
conduct of the business of the Borrower and the Restricted Subsidiaries in an aggregate amount not to exceed $20,000,000; provided that such Disposition is for fair market value or (ii) acquired pursuant to or in order to effectuate a
Permitted Acquisition or Investment which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; and 

(r) any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of
the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; 
 provided that any Disposition of any
property pursuant to this Section 7.05 (except pursuant to Section 7.05(e), (i), (n) and (o) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property
at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the
Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall
be authorized to take any actions deemed appropriate in order to effect the foregoing. 
 SECTION 7.06. Restricted Payments. Declare
or make, directly or indirectly, any Restricted Payment, except: 
 (a) each Restricted Subsidiary may make Restricted
Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of
such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); 
 (b)
(i) the Borrower may redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new
Equity Interests, provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the
Equity Interests redeemed thereby and (ii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise
permitted by Section 7.03) of such Person; 

  
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 (c) [reserved]; 

(d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 7.02, 7.04 or 7.08 other than Section 7.08(f); 
 (e)
repurchases of Equity Interests in the Borrower (or any direct or indirect parent thereof) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of
such options or warrants; 
 (f) the Borrower or any Restricted Subsidiary may pay (or make Restricted Payments to allow any
direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower (or of any such direct or indirect parent thereof) by any future, present or former employee,
director or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries
pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director or
consultant of the Borrower (or any direct or indirect parent thereof), any Intermediate Holding Company, Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause
(f) shall not exceed $60,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $85,000,000 in any calendar
year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: 

(i) to the extent contributed to the Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of the
Borrower’s direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Original
Effective Date; plus 
 (ii) the Net Cash Proceeds of key man life insurance policies received by the Borrower or its
Restricted Subsidiaries; less 
 (iii) the amount of any Restricted Payments previously made with the cash proceeds
described in clauses (i) and (ii) of this Section 7.06(f); 
 and provided further that cancellation of Indebtedness owing to the
Borrower from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the
Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement. 

(g) the Borrower and its Restricted Subsidiaries may make Restricted Payments to any direct or indirect parent of the Borrower:

 (i) the proceeds of which will be used to pay the tax liability to each foreign, federal, state or local jurisdiction in
respect of consolidated, combined, unitary or affiliated returns for such jurisdiction of the Borrower (or such direct or indirect parent) attributable to the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed
separately; 
 (ii) the proceeds of which shall be used to pay its operating costs and expenses incurred in the ordinary
course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business,
attributable to the ownership or operations of the Borrower and its Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of any direct or indirect parent of the Borrower attributable to the
ownership or operations of the Borrower and its Subsidiaries); 

  
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 (iii) the proceeds of which shall be used to pay franchise taxes and other
fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; 

(iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such
Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to
be held by it or contributed to a Restricted Subsidiary or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each
case, in accordance with the requirements of Section 6.11; 
 (v) the proceeds of which shall be used to pay customary
costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and 

(vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of
any direct or indirect parent company of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; 

(h) the Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with
any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and
may make payments on convertible Indebtedness in accordance with its terms; and 
 (i) (i) any Restricted Payment by the
Borrower or any other direct or indirect parent of the Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted Payments not to exceed the
sum of (A) up to 6.0% per annum of the net proceeds received by (or contributed to) the Borrower and its Restricted Subsidiaries from a Qualifying IPO and (B) Restricted Payments in an aggregate amount per annum not to exceed
(x) 3.50% of Market Capitalization, if, on a Pro Forma Basis after giving effect to the payment of any such Restricted Payment, the Total Leverage Ratio is greater than 4.00:1.00 and (y) 4.75% of Market Capitalization, so long as, on a Pro
Forma Basis after giving effect to the payment of any such Restricted Payment, the Total Leverage Ratio shall be less than or equal to 4.0:1.00; 

(j) payments made or expected to be made by the Borrower or any of the Restricted Subsidiaries in respect of withholding or
similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of
Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; 

(k) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would
result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made
pursuant to Section 7.12(a)(iv) and (2) loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 7.02(n) in lieu of Restricted Payments permitted by this clause (i), not to exceed the sum of
(i) the greater of $120,000,000 and 4.0% of Total Assets, (ii) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied and (iii) if as of the last day of the immediately preceding
Test Period, the Interest Coverage Ratio exceeds 2.00:1.00 (calculated on a Pro Forma Basis), the amount of the Available Amount that is Not Otherwise Applied; and 

  
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 (l) so long as no Event of Default has occurred and is continuing or would
result therefrom, the Borrower and its Restricted Subsidiaries may make Restricted Payments so long as the Total Leverage Ratio (calculated on a Pro Forma Basis) immediately after giving effect to such Restricted Payment does not exceed 3.75:1.00.

 Notwithstanding anything to the contrary herein, the Borrower will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, make any Restricted Payment consisting of any proceeds from a Qualified Securitization Financing. 
 SECTION 7.07. Change in
Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Restatement Effective Date or any business reasonably related or
ancillary thereto. 
 SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the
Borrower, whether or not in the ordinary course of business, other than (a) transactions between or among the Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction,
(b) transactions on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person
other than an Affiliate, (c) the Transaction and the payment of fees and expenses related to the Transaction, (d) transactions with the Captive Insurance Subsidiary in the ordinary course of business, (e) the payment of management and
monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Restatement Effective Date and any Sponsor Termination Fees not
to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Original Effective Date and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements
of Equity Interests by the Borrower permitted under Section 7.06, (g) loans and other transactions by the Borrower and the Subsidiaries to the extent permitted under this Article VII, (h) employment and severance arrangements between
the Borrower and the Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (i) payments by the Borrower (and any
direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent
attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and
consultants of the Borrower and the Restricted Subsidiaries or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries,
(k) transactions pursuant to permitted agreements in existence on the Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material
respect, (l) dividends, redemptions and repurchases permitted under Section 7.06 and Investments permitted under Section 7.02, (m) customary payments by the Borrower and any Restricted Subsidiaries to the Sponsor made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the
board of directors or a majority of the disinterested members of the board of directors of the Borrower in good faith and (n) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing.

 SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any
other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of
such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which
(i) (x) exist on the Restatement Effective Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause
(x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement 

  
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evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted
Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a
Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Lien permitted by Section 7.01(u) or any Disposition permitted by Sections 7.04 or 7.05, (v) are customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative
pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any
event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), 7.03(g), 7.03(n) or 7.03(v) to the extent that such restrictions apply only
to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the High Yield Notes Documentation, the Unsecured Term Loan Documentation
or any Subordinated Lien Facility and (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02. 

SECTION 7.10. Use of Proceeds. The Revolving Credit Loans made after the Restatement Effective Date will be used for working capital
and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.
The proceeds of the Dollar Term B-3 Loans will be used by the Borrower (i) on the Amendment No. 5 Effective Date, together with any cash on hand, to (A) refinance the Dollar Term B-2 Loans, and (B) pay fees, costs and expenses
incurred in connection with the transactions contemplated by Amendment No. 5, and (ii) thereafter for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted
Acquisitions. The proceeds of the Dollar Term B-3 Loans made by the 2021 Incremental Dollar Term B-3 Lender will be
used by the Borrower (i) on or after the Amendment No. 6 Effective Date, together with the proceeds of the Borrower’s 2030 Senior Notes and cash on hand to (A) finance the Bettera Acquisition (as defined in Amendment No. 6)
and (B) pay fees, costs and expenses incurred in connection with the Bettera Acquisition and the transactions contemplated by Amendment No. 6, and (ii) for general corporate purposes of the Borrower and its Subsidiaries. 
 SECTION 7.11. Accounting Changes. Make any change in its fiscal year; provided,
however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will,
and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

SECTION 7.12. Prepayments, Etc. of Indebtedness. 

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that
payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(y) or 7.03(n) or any other Indebtedness that is or is
required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except
(i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(y)), to the extent not required to
prepay any Loans or Facility pursuant to Section 2.05(b) or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior 

  
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Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any
Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their
scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(k) and (2) loans and advances to the Borrower (or any direct or indirect parent thereof) made
pursuant to Section 7.02(n), not to exceed the sum of (A) the greater of $120,000,000 and 4.0% of Total Assets, (B) the amount of the Net Cash Proceeds of Permitted Equity Issuances that are Not Otherwise Applied, and (C) if as
of the last day of the immediately preceding Test Period, the Interest Coverage Ratio exceeds 2.00:1.00 (calculated on a Pro Forma Basis), the Available Amount that is Not Otherwise Applied. 

(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing
Documentation or Subordinated Lien Facility Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). 

SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries. Permit any wholly-owned Domestic Subsidiary that is a Restricted
Subsidiary to become a non-wholly owned Subsidiary, except to the extent such Restricted Subsidiary continues to be a Guarantor or in connection with a Disposition of all or substantially all of the assets or all of the Equity Interests of such
Restricted Subsidiary permitted by Section 7.05 or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14. 

SECTION 7.14. Financial Covenant. 

(a) The Borrower will not permit the First Lien Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending
after the first full fiscal quarter following the Restatement Effective Date) to exceed 6.50:1.00 (provided that the provisions of this Section 7.14 shall not be applicable to any such Test Period if on the last day of such Test Period
the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and/or Letters of Credit (excluding up to $30,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped by a letter of
credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 30% of the Revolving Credit Facility). 

(b) The provisions of this Section 7.14 are for the benefit of the Revolving Credit Lenders only and the Required Facility Lenders in
respect of the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.14 or the defined terms used in this Section 7.14 (solely in respect of the use of such defined terms in this Section 7.14) or waive any
Default resulting from a breach of this Section 7.14 without the consent of any Lenders other than the Required Facility Lenders in respect of the Revolving Credit Facility. 

SECTION 7.15. Covenant Suspension. 

(a) Notwithstanding anything to the contrary in Article VII of this Agreement, if on any date (i) the Loans have an Investment Grade
Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant
Suspension Event”), then, beginning on such date and continuing so long as the Loans have an Investment Grade Rating, Sections 7.03, 7.06 and 7.08 (the “Suspended Covenants”) will no longer be applicable during such period
(the “Suspension Period”) until the occurrence of the Reversion Date. 
 (b) In the event that the Borrower and its
Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (i) one or more of the Rating Agencies withdraw their
Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating (leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans) and/or (ii) the Borrower enters into an agreement to
effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such
Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating (in either case leaving neither of the Rating Agencies with an Investment Grade Rating for the Loans), then the
Borrower and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in this clause (ii). 

  
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 (c) During a Suspension Period, the Borrower and its Restricted Subsidiaries will be
entitled to consummate transactions to the extent not prohibited hereunder without giving effect to the Suspended Covenants. During a Suspension Period, the covenants that are not Suspended Covenants shall be interpreted as though the Suspended
Covenants continue to be applicable during such Suspension Period. For illustrative purposes only, even though Section 7.03 will not be in effect during a Suspension Period, Section 7.01(jj) will be interpreted as though
Section 7.03(aa) and 7.03(bb) were still in effect during such Suspension Period. 
 (d) Notwithstanding the foregoing, in the event of
any such reinstatement, no action taken or omitted to be taken by Holdings, the Borrower or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Agreement or any other Loan
Document; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under Section 7.06 had
been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Equity Interests issued, during the Suspension Period will be classified to have been incurred or issued pursuant to
Section 7.03(b)(i); and (3) any transaction with an Affiliate entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 7.08(k). 

ARTICLE VIII 
 Events
of Default and Remedies 
 SECTION 8.01. Events of Default. Any of the following events referred to in any of clauses
(a) through (m) inclusive of this Section 8.01 shall constitute an “Event of Default”: 
 (a)
Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other
amount payable hereunder or with respect to any other Loan Document; or 
 (b) Specific Covenants. The Borrower fails
to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that the Borrowers’ failure to comply with Section 7.14 shall not
constitute an Event of Default with respect to any Term Loans or Term Commitments unless and until the Revolving Credit Lenders have declared all amounts outstanding under the Revolving Credit Facility to be immediately due and payable and all
outstanding Revolving Credit Commitments to be immediately terminated, in each case in accordance with this Agreement and such declaration has not been rescinded on or before such date (the “Term Loan Standstill Period”);
provided, further, that a Default as a result of a breach of Section 7.14 is subject to cure pursuant to Section 8.05; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof by the Administrative Agent;
or 
 (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or
deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or 

  
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 (e) Cross-Default. Any Loan Party or any Restricted Subsidiary
(A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness
hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to
Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (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 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; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not
waived by the holders of such Indebtedness; or 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any of the
Restricted Subsidiaries 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, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (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 sixty (60) calendar days; or an order for relief is entered in any such
proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes
unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount 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 the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge
coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; 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 any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) any Loan Party 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 which could reasonably be expected
to result in a Material Adverse Effect, or (iii) a termination, withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a Foreign Plan that could
reasonably be expected to result in a Material Adverse Effect; or 
 (j) Invalidity of Loan Documents. Any material
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 (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of
any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or
purports in writing to revoke or rescind any Loan Document; or 

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

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11
shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral
Documents (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the
extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral
Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or
failed to acknowledge coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising
solely by operation of Law; or 
 (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan
Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation,
(ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if
applicable, or (iii) if applicable, the Subordinated Lien Intercreditor Agreement shall, in whole or in part, cease to be effective or otherwise cease to be legally valid, binding and enforceable against the holders of any Indebtedness under
the Subordinated Lien Facility. 
 SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing,
the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if an Event of Default under Section 7.14 occurs and is continuing and prior to the expiration of the Term Loan
Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): 

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to
be terminated, whereupon such commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of
all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; 
 (c) require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount thereof); and 
 (d) exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; 
 provided that upon the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower 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. 

  
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 SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of
determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any
event or circumstances referred to in any such clause that is not a Material Subsidiary (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single
consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied). 
 SECTION 8.04.
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 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 (other
than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to each Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C
Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the
Swap Termination Value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Secured Parties 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; 
 Sixth, to the payment of all other
Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the
other Secured Parties on such date; and 
 Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law. 
 Subject to Section 2.03(c), 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 and, if no Obligations remain outstanding, to the Borrower. Notwithstanding the foregoing, no
amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. 

  
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 SECTION 8.05. Borrower’s Right to Cure. 

(a) Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02, if the Borrower determines that an Event of Default under the
covenant set forth in Section 7.14 has occurred or may occur, during the period commencing after the beginning of the last fiscal quarter included in such Test Period and ending 10 Business Days after the date on which financial statements are
required to be delivered hereunder with respect to such fiscal quarter, Holdings may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shall be
deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds
to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending 10 Business Days after the date on which financial statements are required to be delivered with
respect to such fiscal quarter hereunder. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 and shall not result in any
adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.14. 
 (b)
(i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Designated Equity Contribution is made, (ii) no more than five Designated Equity Contributions may be made in the aggregate
during the term of this Agreement, (iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance (calculated on a Pro Forma Basis) with Section 7.14 for any
applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 7.14 for the fiscal quarter with respect to which such
Designated Equity Contribution was made. 
 ARTICLE IX 

Administrative Agent and Other Agents 

SECTION 9.01. Appointment and Authorization of Agents. 

(a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. 
 (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters
of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this 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 the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article
IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. 

  
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 (c) The Administrative Agent shall also act as the “collateral agent” under the
Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent
of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure
any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by
the Administrative Agent pursuant to Section 9.02 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 (including Section 9.07, 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. 
 SECTION 9.02. Delegation of Duties. The Administrative Agent
may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowing or payment, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction). 
 SECTION 9.03. Liability
of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant
for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or
received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection
or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate thereof. 
 SECTION 9.04. Reliance by Agents. 

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders. 
 (b) For purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required 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 Restatement Effective Date specifying its objection thereto. 

  
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 SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent
shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of
any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

 SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made
any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent
herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 
 SECTION 9.07.
Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without
limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities resulting from (x) such Agent-Related Person’s own bad faith, gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of
competent jurisdiction or (y) a material breach of the Loan Documents by such Agent-Related Person, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with
the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute bad faith, gross negligence or willful misconduct for purposes of this
Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other
Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall
not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of
the Administrative Agent. 

  
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 SECTION 9.08. Agents in their Individual Capacities. JPMorgan Chase Bank, N.A. and
its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the
Loan Parties and their respective Affiliates as though JPMorgan Chase Bank, N.A. were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan Chase
Bank, N.A. or its Affiliates may receive information regarding any Loan Party or any of their Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that
the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, JPMorgan Chase Bank, N.A. shall have the same rights and powers under this Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include JPMorgan Chase Bank, N.A. in its individual capacity. 

SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice
to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the
Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental
administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the
Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent
has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment
as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as
may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and
Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. 
 SECTION 9.10.
Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Sections 2.03(g) and (h), 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;


  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree: 

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall
be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and
payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property
subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Domestic Subsidiaries that are Restricted
Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor
from its obligations under its Guaranty pursuant to clause (c) below; 
 (b) to release or subordinate any Lien on any property granted to or
held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); 

(c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a
Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the High Yield
Notes or any Permitted Refinancing thereof, the Unsecured Term Loan or any Permitted Refinancing thereof or any Junior Financing; 
 (d) if
any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under any Guaranty and (ii) any Liens granted by such
Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the High Yield Notes or any Permitted
Refinancing thereof, the Unsecured Term Loan or any Permitted Refinancing thereof or any Junior Financing; and 
 (e) (e)(x) the Collateral
Agent may, without any further consent of any Lender, enter into or amend (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Permitted Other Debt issued pursuant to Section 7.03(u) or
holders of Indebtedness issued or incurred pursuant to Section 7.03(y), (aa) or (bb) that is intended to be secured on a pari passu basis with the Obligations and/or (ii) a Second Lien Intercreditor Agreement with the collateral agent or
other representatives of the holders of Indebtedness that is 

  
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permitted to be secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations that is permitted by Section 7.03, (y) the Collateral Agent may rely exclusively
on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall be
binding on the Secured Parties. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the
Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified
in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan
Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations
under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. 
 SECTION 9.12. Other
Agents; Arrangers, Amendment No. 4 Arrangers and Managers, Amendment No. 5 Lead Arrangers, Amendment
No. 6 Lead Arrangers. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a “joint bookrunner”, “arranger”, “co-manager” or “documentation agent” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 

SECTION 9.13. Appointment of Supplemental Administrative Agents. 

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in
case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its
sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a
“Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”). 
 (b) In
the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents
to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such
Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and
necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX
and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative
Agent and/or such Supplemental Administrative Agent, as the context may require. 
 (c) Should any instrument in writing from any Loan Party
be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such
Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or
be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental
Administrative Agent. 

  
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 SECTION 9.14. Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Amendment No. 5 Lead Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit
Plans in connection with the Loans, the Letters of Credit or the Revolving Credit Commitments, 
 (ii) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a
class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving
Credit Commitments and this Agreement, 
 (iii) (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans,
the Letters of Credit, the Revolving Credit Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments and this Agreement, or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect
to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Amendment No. 5
Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or any Amendment No. 5 Lead Arranger or any of their
respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related hereto or thereto). 
 (c) The Administrative Agent and each Amendment No. 5 Lead Arranger hereby inform the Lenders
that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated
hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Revolving Credit Commitments, this Agreement and


  
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any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Revolving Credit Commitments for an amount less than the amount being paid for an
interest in the Loans, the Letters of Credit or the Revolving Credit Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting
fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

ARTICLE X 

Miscellaneous 

SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case
may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that any amendment or waiver contemplated in clause (h) below, shall only require the consent
of such Loan Party and the Required Revolving Credit Lenders or the Required Facility Lenders under the applicable Facility, as applicable; provided, further that no such amendment, waiver or consent shall: 

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it
being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of
any Lender); 
 (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under
Sections 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any
date scheduled for the payment of principal or interest and it being understood that any change to the definition of “First Lien Leverage Ratio”, “Senior Secured Leverage Ratio” or “Total Leverage Ratio” or, in each
case, in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest); 
 (c)
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of “First Lien Leverage Ratio”, “Total Leverage Ratio” or “Senior Secured Leverage
Ratio” or in each case in the component definitions thereof shall not constitute a reduction in the rate of interest; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default
Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; 
 (d) change any provision of
this Section 10.01, the definition of “Required Revolving Credit Lenders,” “Required Lenders”, “Required Facility Lender” or “Pro Rata Share” or Section 2.05(b)(v)(Y), 2.06(c), 8.04 or 2.13 without
the written consent of each Lender directly affected thereby; 
 (e) other than in a transaction permitted under
Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; 

(f) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the
aggregate value of the Guarantees, without the written consent of each Lender; 

  
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 (g) amend the definition of the term “Interest Period” so as to
permit intervals in excess of six months without regard to availability to all Lenders, without the written consent of each Lender directly affected thereby; 

(h) amend, waive or otherwise modify Section 7.14 or any definition related thereto (solely in respect of the use of such
defined terms in Section 7.14) or waive any Default or Event of Default resulting from a failure to perform or observe Section 7.14 without the written consent of the Required Facility Lenders under the applicable Revolving Credit Facility
or Facilities with respect to Revolving Credit Commitments (such Required Facility Lenders shall consent together as one Facility); provided, however, that the amendments, waivers and other modifications described in this clause
(h) shall not require the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Credit Facility or Facilities; 

(i) waive any condition set forth in Section 4.02 as to any Credit Extension under one or more Revolving Credit Facilities
without the consent of the Required Revolving Credit Lenders; or 
 (j) change the currency in which any Loan is denominated
of any Loan without the written consent of the Lender holding such Loans; 
 and provided further that (i) no amendment, waiver or consent
shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this
Agreement or any other Loan Document; and (iv) Section 10.07(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such
amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may
not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the
Lenders). 
 Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to any First Lien
Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding Indebtedness permitted pursuant to Section 7.03, as expressly
contemplated by the terms of such First Lien Intercreditor Agreement, such Second Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such
amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are
not adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other
Loan Document without the prior written consent of the Administrative Agent. 
 Notwithstanding the foregoing, this Agreement may be amended
(or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Dollar Term Loans, the Euro Term Loans, the Dollar Term B-2 Loans, the Dollar Term
B-3 Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 

  
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 Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended
solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order (x) to correct or cure ambiguities, errors, omissions, defects, (y) to
effect administrative changes of a technical or immaterial nature or (z) to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document. Notwithstanding anything to the contrary contained in
Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this
Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order
(i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement
and the other Loan Documents. 
 Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower and the
Administrative Agent may enter into any Incremental Amendment in accordance with Section 2.14, Refinancing Amendment in accordance with Section 2.19 and Extension Agreement in accordance with Section 2.16 or 2.18 and such Incremental
Amendments, Refinancing Amendments and Extension Agreement shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.

 SECTION 10.02. Notices and Other Communications; Facsimile Copies. 

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other
Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 
 (i) if to the
Borrower, the Administrative Agent, 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 or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and 
 (ii) if to any
other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. 
 All such notices and
other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant
party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuer and the Swing Line Lender pursuant to Article II
shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. 

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other
electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. 

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded
by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

  
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 SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 
 SECTION 10.04.
Attorney Costs and Expenses. The Borrower agrees (a) if the Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Arrangers, the Amendment No. 4 Arrangers and, the Amendment No. 5 Lead Arrangers and the Amendment No. 6 Lead
Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other
Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs of Shearman & Sterling LLP and one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole, and (b) to pay or reimburse the
Administrative Agent, the Arrangers, the Amendment No. 4 Arrangers, the Amendment No. 5 Lead
Arrangers, and the Amendment No. 6 Lead Arrangers and
each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred
during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, the Arrangers, the Amendment No. 4 Arrangers and, the Amendment No. 5 Lead Arrangers and the Amendment No. 6 Lead
Arrangers). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (reasonable, in the case of
Section 10.04(a)) and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under
this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other
amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. 

SECTION 10.05. Indemnification by the Borrower and Limitation on Liability. 

(a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees,
disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders,
and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any
refusal by an 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), (c) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other
Loan Party, or (d) any actual or 

  
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prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,
or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent
or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (y) a material breach of the Loan Documents by such Indemnitee or of any affiliate, director, officer, employee,
counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction. 

(b) None of the Agent-Related Persons, the Lenders and their respective Affiliates, directors, officers, employees, counsel, agents, trustees,
investment advisors and attorneys-in-fact (collectively the “Lender-Related Persons”) shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall any Lender-Related Person or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan
Document or arising out of its activities in connection herewith or therewith (whether before or after the Restatement Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or a Lender-Related Person or any other Person, whether or not any
Lender-Related Person is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten
(10) Business Days after demand therefor; provided, however, that such Lender-Related Person shall promptly refund such amount to the extent that there is a final and non-appealable judicial or arbitral determination that such
Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender,
or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent 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 severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any 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 Bank Funding Rate. 
 SECTION 10.07. Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee (other than a Defaulting Lender) and (A) in the case of any Assignee that, immediately prior to or upon giving effect to
such assignment, is an Affiliated Lender, in accordance with Section 10.07(l), (B) in the case of any Assignee that is Holdings or any of its Subsidiaries, in accordance with Section 10.07(m) or (C) in the case of any Assignee
that, immediately prior to or upon giving effect to such assignment, is a Debt Fund Affiliate, in accordance with Section 10.07(p), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way
of pledge or assignment of a security interest subject to the 

  
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restrictions of Section 10.07(h) or (iv) to an SPC in accordance with the provisions of Section 10.07(i) (and any other attempted assignment or transfer by any party hereto shall
be null and void); provided, however, that notwithstanding anything to the contrary, (x) no Lender may assign or transfer by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting
Lender, (ii) a natural Person or (iii) to Holdings, the Borrower or any of their respective Subsidiaries or Affiliates (except with respect to Term Loans pursuant to Section 2.05(a)(iv), Section 10.07(l) or Section 10.07(m)
or to the extent otherwise explicitly permitted hereunder) and (y) no Lender may assign or transfer by participation any of its rights or obligations under the Revolving Credit Facility hereunder without the consent of the Borrower (not to be
unreasonably withheld) unless (i) such assignment or transfer is to a Revolving Credit Lender or (ii) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) or (g) has occurred and
is continuing; provided that the Borrower shall have deemed to have consented to any assignment of Term Loans or participations in respect of the Revolving Credit Facility unless the Borrower shall have objected thereto within fifteen
(15) Business Days after a Responsible Officer of the Borrower having received written notice thereof. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more
assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 

(A) the Borrower, provided that no consent of the Borrower shall be required (i) in connection with the primary
syndication of the Facilities, (ii) for an assignment of all or any portion of the Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund, (iii) for an assignment related to Revolving Credit Commitments or Revolving Credit
Exposure to a Revolving Credit Lender, (iv) if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) or (g) has occurred and is continuing or (v) an assignment of all or a portion
of the Loans pursuant to Section 10.07(l) or Section 10.07(m); 
 (B) the Administrative Agent; provided
that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to another Lender, an Affiliate of a Lender or an Approved Fund or (ii) of all or a portion of the Loans pursuant to
Section 10.07(l) or Section 10.07(m); 
 (C) each L/C Issuer at the time of such assignment; provided that
no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and 

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not
related to Revolving Credit Commitments or Revolving Credit Exposure. 
 (ii) Assignments shall be subject to the following additional
conditions: 
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or 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) shall not be less than $5,000,000 (in the case of the Revolving Credit Facility) or $1,000,000 (in the case of a Term Loan) unless the Borrower and the
Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts
shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 
 (B) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption; and 
 (C) other than in the
case of assignments pursuant to Section 10.07(m), the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

  
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 This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its
rights and obligations among separate Facilities on a non-pro rata basis. 
 In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any 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 Pro Rata Share. 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. 

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective
date specified in each Assignment and Assumption, other than in connection with an assignment pursuant to Section 10.07(m) the Eligible 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, 10.04 and 10.05 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, and the surrender by the assigning Lender of its Note, the
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e). 
 (d)
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it, each Affiliated Lender Assignment and Assumption
delivered to it and each notice of cancellation of any Loans delivered by the Borrower to the Administrative Agent pursuant to Section 10.07(m) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the
aggregate amount of Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall (i) promptly (and in any case, not less than five Business Days (or such


  
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shorter period as may be agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.01) provide to the
Administrative Agent, a complete list of all Affiliated Lenders holding Term Loans or Incremental Term Loans at such time and (ii) not less than five Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior
to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.01, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Term Loans or Incremental Term Loans at such time. 

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement 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 the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement or the other Loan Documents; 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 directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject
to the requirements of Section 10.15), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable
Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. 

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. 

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

(h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under
its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 (i) Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an
“SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby
agrees that (i) neither the grant to any SPC nor the 

  
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exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under
Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the
approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of
any surety or Guarantee or credit or liquidity enhancement to such SPC. 
 (j) Notwithstanding anything to the contrary contained herein,
(1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any
portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. 

(k) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’
notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing
Line Lender shall have identified, in consultation with the Borrower, a successor L/C Issuer or Swing Line Lender willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of
an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to
appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations 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 Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). 

(l) Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its
rights and obligations with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with
procedures of the type described in Section 2.05(a)(iv) or (y) open market purchases on a non-pro rata basis, in each case subject to the following limitations: 

(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit J-1 hereto (an “Affiliated Lender Assignment and Assumption”); 

(ii) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be
permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or
Commitments required to be delivered to Lenders pursuant to Article II; 

  
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 (iii) the aggregate principal amount of Term Loans held at any one time by Affiliated
Lenders shall not exceed 25% of the original principal amount of all Term Loans at such time outstanding (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would
result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and 

(iv) as a condition to each assignment pursuant to this clause (k), the Administrative Agent shall have been provided a notice in the form of
Exhibit J-2 in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive any right to bring any
action in connection with such Term Loans against the Administrative Agent, in its capacity as such. 
 Each Affiliated Lender agrees to
notify the Administrative Agent promptly (and in any event within 10 Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within 10 Business Days) if it
becomes an Affiliated Lender. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit J-2. In addition, any assignment by an Affiliated Lender shall be made pursuant to an
Affiliated Lender Assignment and Assumption. 
 (m) Any Lender may, so long as no Default or Event of Default has occurred and is continuing
and no proceeds of Revolving Credit Borrowings are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to Holdings or the
Borrower through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(iv) or (y) notwithstanding Sections 2.12 and 2.13 or any other provision in this
Agreement, open market purchase on a non-pro rata basis; provided that, in connection with assignments pursuant to clause (y) above: 

(i) if Holdings is the assignee, immediately upon such assignment, transfer or contribution, Holdings shall automatically be deemed to have
contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; or 
 (ii) if the
assignee is the Borrower (including through contribution or transfers set forth in clause (i) above), (A) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred
to the Borrower shall be deemed automatically immediately cancelled and extinguished on the date of such contribution, assignment or transfer, (B) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect
such cancellation and extinguishing of the Term Loans then held by the Borrower and (C) the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the
Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register. 
 (n)
Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders and the Required Facility Lenders
have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(o), any
plan of reorganization pursuant to the Bankruptcy Code of the United States, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, the Collateral Agent or any Lender to
undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent, the Collateral
Agent or any Lender to take (or refrain from taking) any such action and: 
 (i) all Term Loans held by any Affiliated Lenders shall be
deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions; and 

  
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 (ii) all Term Loans held by Affiliated Lenders shall be deemed to be not outstanding for all
purposes of calculating whether all Lenders or all affected Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders. 

(o) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that and each
Affiliated Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such
Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole
discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated
Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to
treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders. Notwithstanding anything
in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that it shall not have any right to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits
of) any claim, in its capacity as a Lender, against the Administrative Agent or any Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or any Lender under the Loan Documents, except with
respect to any claims that Administrative Agent or any Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionate manner relative to the other Lenders (other than as expressly provided herein or in any other Loan
Document). 
 (p) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Facility
Lenders” to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of
the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent, the Collateral Agent or any Lender to
undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Total Outstandings and Revolving Credit Commitments held by Debt Fund Affiliates may not account for more than 50% (pro rata among such Debt
Fund Affiliates) of the Total Outstandings and Revolving Credit Commitments of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.01. 

SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and to not
use or disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and
other advisors (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 requested by any
Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions
substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(h) or 10.07(j), counterparty to a Swap Contract, Eligible Assignee of or
Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available
other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, the Lead Arrangers, the Amendment No. 4 Arrangers, the Amendment No. 5 Lead Arrangers, the Amendment No. 6 Lead Arrangers any Lender, the L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or the Sponsor or their respective Affiliates (so long as such source is not known to the Administrative Agent, the Lead Arrangers, the Amendment
No. 4 Arrangers, the Amendment No. 5 Lead Arrangers, the Amendment No. 6 Lead Arrangers
such Lender, such L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the
National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake
to preserve the 

  
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confidentiality of any Information relating to the Loan Parties received by it from such Lender); or (j) 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. In addition, the Agents 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 and management of this Agreement, the other Loan Documents,
the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees,
trustees, investment advisors or agents, relating to Holding, the Borrower or any of their subsidiaries or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party
other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Restatement Effective Date, such information is clearly identified at the time of delivery as
confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. 
 SECTION 10.09. Setoff. In addition to
any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time,
without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) 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) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or
for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or
hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or 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 2.20 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 Issuer, 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such
Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or
L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09
are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have. Notwithstanding the foregoing, no amounts set off from any Guarantor shall be applied to any
Excluded Swap Obligation of such Guarantor. 
 SECTION 10.10. 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 any Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted
for, charged, or received by an 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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 SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic submission of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by
telecopier or other electronic submission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or
other electronic submission. 
 SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those
of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with
this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 

SECTION 10.13. 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 each Agent
and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any 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. 

SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 10.15. Tax Forms. 

(a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code
(each, a “Foreign Lender”) shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Restatement Effective Date (or upon
accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of,
United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to
be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is
entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under
Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a
10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each
such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor
forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to
the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign 

  
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Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence
expires or becomes obsolete, (2) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and
(3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or
render invalid any claimed exemption or reduction. 
 (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents, shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent on the date when such Foreign
Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such
Foreign Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender is
required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such
Foreign Lender. 
 (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to
(A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a) or 10.15(c), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of
Section 10.15(b) or 10.15(c); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with
respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of
any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other
evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a
reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower
is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents.

 (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under
any of the Loan Documents. 
 (b) Each Lender and Agent that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9, or any successor thereto, certifying that such U.S.
Lender is entitled to an exemption from United States backup withholding tax (i) on or prior to the Restatement Effective Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form
expires or becomes obsolete, (iii) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to
time thereafter if reasonably requested by the Borrower or the Administrative Agent. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the
applicable backup withholding tax imposed by the Code. 

  
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 (c) If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the 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 Section 10.15, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

 SECTION 10.16. GOVERNING LAW. 

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN). 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. 
 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY. 
 SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the
Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the
Lenders except as permitted by Section 7.04. 
 SECTION 10.19. [Reserved]. 

SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise,
for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other
rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent.
The provision of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. 

  
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 SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the USA PATRIOT Act. 
 SECTION 10.22. Agent for Service of Process. The Borrower
agrees that promptly following request by the Administrative Agent it shall cause each Material Foreign Subsidiary or for whose account a Letter of Credit is issued to appoint and maintain an agent reasonably satisfactory to the Administrative Agent
to receive service of process in New York City on behalf of such Material Foreign Subsidiary. 
 SECTION 10.23. Amendment and
Restatement; No Novation; Reaffirmation. 
 (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement,
effective from and after the Restatement Effective 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 Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended and restated in
their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the
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 advances, together with any advances funded
on the Restatement Effective Date, reflect the respective Commitment of the Lenders hereunder. 
 (b) On the Restatement Effective Date,
(i) all advances and commitments of any Person that is a “Lender” under the Existing Credit Agreement which is not a Lender hereunder (each, an “Exiting Lender”) shall be deemed to have been assigned to the Lenders
hereunder (including via any fronting arrangement with any of the Arrangers and any of the Amendment No. 4 Arrangers), and any Peron that is a “Lender” under the Existing Credit Agreement which is a Lender hereunder (including via any
fronting arrangement with any of the Arrangers and any of the Amendment No. 4 Arrangers) shall be deemed to continue their outstanding advances and commitments under the Existing Credit Agreement as advances and commitments hereunder in their
respective Classes, (ii) the Administrative Agent shall make such transfers of funds (all such transfers are deemed in compliance with the Loan Documents and shall supersede any provisions in Section 2.05, 2.13, 10.01 or 10.07 to the
contrary) as are necessary in order that the outstanding balance of the Revolving Credit Loans and the Term Loans, as applicable, are in accordance with the Pro Rata Share of the Revolving Credit Commitments and Term Commitments, as applicable, of
each of the Lenders hereunder, (iii) there shall have been paid in cash in full all principal owed to the Exiting Lenders under the Existing Credit Agreement, and all accrued but unpaid interest, fees and other amounts owing to the
Administrative Agent and any lender under the Existing Credit Agreement and (iv) all outstanding Letters of Credit under the Existing Credit Agreement shall be Letters of Credit hereunder. 

(c) Each Loan Party (i) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such
Person under, or release such Person from any obligations under, any Guaranty, the Security Agreement or any other Collateral Document to which it is a party, (ii) confirms and reaffirms its obligations under the Guaranty, the Security
Agreement and each other Collateral Document to which it is a party and (iii) agrees that the Guaranty, the Security Agreement and each other Collateral Document to which it is a party remain in full force and effect and are hereby ratified and
confirmed. In furtherance of the reaffirmations set forth in this Section 10.23(c), each Loan Party hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all Collateral and all
proceeds thereof as security for the Obligations, in each case subject to any applicable terms and conditions set forth in the Guaranty, the Security Agreement and each other Collateral Document to which it is a party. 

  
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 SECTION 10.24. Cross-Guaranty. Each Qualified ECP Guarantor hereby jointly and
severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified 
 Guarantor as may be needed by
such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 10.24 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.24 voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.24 shall remain in full force and effect until the Obligations
have been indefeasibly paid and performed in full and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 10.24 constitute, and this Section 10.24 shall be deemed to constitute, an agreement for the
benefit of each Specified Guarantor for all purposes of the Commodity Exchange Act. 
 SECTION 10.25. No Fiduciary Duty. Each Agent,
each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan
Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its
affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party,
its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently
advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as
principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any
nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. 

SECTION 10.26. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law). 

SECTION 10.27. Acknowledgement and Consent to Bail-In of Affected Financial Institutions . Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the
Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

  
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 (a) the application of any Write-Down and Conversion Powers by an applicable Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

(b) the effects of any Bail-In Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. 
 SECTION 10.28.
Acknowledgement Regarding Any Supported QFC. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (collectively, together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States): 
 In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and
any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

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