EX-10.1



 Exhibit 10.1 

FIFTH AMENDED AND RESTATED 

FIRST LIEN CREDIT AGREEMENT 

dated as of July 1, 2015 
 as
amended and restated as of May 2, 2016 
 as further amended and restated as of June 23, 2016 

as further amended and restated as of December 28, 2016 

as further amended and restated as of February 13, 2017 

as further amended and restated as of June 29, 2017 

among 
 PRIME SECURITY SERVICES
HOLDINGS, LLC, 
 as Holdings, 

PRIME SECURITY SERVICES BORROWER, LLC, 

as Borrower, 
 THE LENDERS PARTY
HERETO, 
 and 
 BARCLAYS BANK
PLC, 
 as Administrative Agent, 
  

 
 BARCLAYS BANK
PLC, 
 DEUTSCHE BANK SECURITIES INC., 

ROYAL BANK OF CANADA, 
 and 

CITIGROUP GLOBAL MARKETS INC., 
 as
Joint Lead Arrangers and Joint Bookrunners, 
  

 
 APOLLO GLOBAL
SECURITIES, LLC, 
 as Co-Manager 

 
  

BARCLAYS BANK PLC, 
 DEUTSCHE BANK
SECURITIES INC., 
 ROYAL BANK OF CANADA, 

CITIGROUP GLOBAL MARKETS INC. 

and 
 APOLLO GLOBAL SECURITIES,
LLC 
 as Syndication Agents and Documentation Agents 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I DEFINITIONS
	  	 	2	 
			
	 Section 1.01
	 	Defined Terms	  	 	2	 
	 Section 1.02
	 	Terms Generally	  	 	65	 
	 Section 1.03
	 	Effectuation of Transactions	  	 	65	 
	 Section 1.04
	 	Exchange Rates; Currency Equivalents	  	 	65	 
	 Section 1.05
	 	Additional Alternate Currencies for Loans	  	 	66	 
	 Section 1.06
	 	Change of Currency	  	 	66	 
	 Section 1.07
	 	Timing of Payment or Performance	  	 	67	 
	 Section 1.08
	 	Times of Day	  	 	67	 
		
	 ARTICLE II THE CREDITS
	  	 	67	 
			
	 Section 2.01
	 	Commitments	  	 	67	 
	 Section 2.02
	 	Loans and Borrowings	  	 	67	 
	 Section 2.03
	 	Requests for Borrowings	  	 	68	 
	 Section 2.04
	 	Swingline Loans	  	 	69	 
	 Section 2.05
	 	Letters of Credit	  	 	70	 
	 Section 2.06
	 	Funding of Borrowings	  	 	76	 
	 Section 2.07
	 	Interest Elections	  	 	77	 
	 Section 2.08
	 	Termination and Reduction of Commitments	  	 	78	 
	 Section 2.09
	 	Repayment of Loans; Evidence of Debt	  	 	78	 
	 Section 2.10
	 	Repayment of Term Loans and Revolving Facility Loans	  	 	79	 
	 Section 2.11
	 	Prepayment of Loans	  	 	80	 
	 Section 2.12
	 	Fees	  	 	82	 
	 Section 2.13
	 	Interest	  	 	84	 
	 Section 2.14
	 	Alternate Rate of Interest	  	 	84	 
	 Section 2.15
	 	Increased Costs	  	 	85	 
	 Section 2.16
	 	Break Funding Payments	  	 	86	 
	 Section 2.17
	 	Taxes	  	 	86	 
	 Section 2.18
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	90	 
	 Section 2.19
	 	Mitigation Obligations; Replacement of Lenders	  	 	91	 
	 Section 2.20
	 	Illegality	  	 	93	 
	 Section 2.21
	 	Incremental Commitments	  	 	93	 
	 Section 2.22
	 	Defaulting Lender	  	 	102	 
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	 	104	 
			
	 Section 3.01
	 	Organization; Powers	  	 	104	 
	 Section 3.02
	 	Authorization	  	 	104	 
	 Section 3.03
	 	Enforceability	  	 	105	 
	 Section 3.04
	 	Governmental Approvals	  	 	105	 
	 Section 3.05
	 	Financial Statements	  	 	105	 
	 Section 3.06
	 	No Material Adverse Effect	  	 	105	 
	 Section 3.07
	 	Title to Properties; Possession Under Leases	  	 	105	 
	 Section 3.08
	 	Subsidiaries	  	 	106	 
	 Section 3.09
	 	Litigation; Compliance with Laws	  	 	106	 
	 Section 3.10
	 	Federal Reserve Regulations	  	 	107	 


  
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	 Section 3.11
	 	Investment Company Act	  	 	107	 
	 Section 3.12
	 	Use of Proceeds	  	 	107	 
	 Section 3.13
	 	Tax Returns	  	 	107	 
	 Section 3.14
	 	No Material Misstatements	  	 	107	 
	 Section 3.15
	 	Employee Benefit Plans	  	 	108	 
	 Section 3.16
	 	Environmental Matters	  	 	108	 
	 Section 3.17
	 	Security Documents	  	 	108	 
	 Section 3.18
	 	Location of Real Property	  	 	109	 
	 Section 3.19
	 	Solvency	  	 	109	 
	 Section 3.20
	 	Labor Matters	  	 	110	 
	 Section 3.21
	 	Insurance	  	 	110	 
	 Section 3.22
	 	No Default	  	 	110	 
	 Section 3.23
	 	Intellectual Property; Licenses, Etc.	  	 	110	 
	 Section 3.24
	 	Senior Debt	  	 	111	 
	 Section 3.25
	 	USA PATRIOT Act; OFAC	  	 	111	 
	 Section 3.26
	 	Foreign Corrupt Practices Act	  	 	111	 
		
	 ARTICLE IV CONDITIONS OF LENDING
	  	 	111	 
			
	 Section 4.01
	 	All Credit Events	  	 	112	 
		
	 ARTICLE V AFFIRMATIVE COVENANTS
	  	 	112	 
			
	 Section 5.01
	 	Existence; Business and Properties	  	 	112	 
	 Section 5.02
	 	Insurance	  	 	113	 
	 Section 5.03
	 	Taxes	  	 	114	 
	 Section 5.04
	 	Financial Statements, Reports, etc.	  	 	114	 
	 Section 5.05
	 	Litigation and Other Notices	  	 	116	 
	 Section 5.06
	 	Compliance with Laws	  	 	116	 
	 Section 5.07
	 	Maintaining Records; Access to Properties and Inspections	  	 	117	 
	 Section 5.08
	 	Use of Proceeds	  	 	117	 
	 Section 5.09
	 	Compliance with Environmental Laws	  	 	117	 
	 Section 5.10
	 	Further Assurances; Additional Security	  	 	117	 
	 Section 5.11
	 	Rating	  	 	120	 
	 Section 5.12
	 	Post-Closing	  	 	120	 
		
	 ARTICLE VI NEGATIVE COVENANTS
	  	 	120	 
			
	 Section 6.01
	 	Indebtedness	  	 	120	 
	 Section 6.02
	 	Liens	  	 	126	 
	 Section 6.03
	 	Sale and Lease-Back Transactions	  	 	131	 
	 Section 6.04
	 	Investments, Loans and Advances	  	 	132	 
	 Section 6.05
	 	Mergers, Consolidations, Sales of Assets and Acquisitions	  	 	136	 
	 Section 6.06
	 	Dividends and Distributions	  	 	139	 
	 Section 6.07
	 	Transactions with Affiliates	  	 	141	 
	 Section 6.08
	 	Business of the Borrower and the Subsidiaries	  	 	144	 
	 Section 6.09
	 	Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.	  	 	144	 
	 Section 6.10
	 	Fiscal Year	  	 	147	 
	 Section 6.11
	 	Financial Covenant	  	 	147	 


  
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	 ARTICLE VIA HOLDINGS NEGATIVE COVENANTS
	  	 	147	 
		
	 ARTICLE VII EVENTS OF DEFAULT
	  	 	148	 
			
	 Section 7.01
	 	Events of Default	  	 	148	 
	 Section 7.02
	 	Treatment of Certain Payments	  	 	151	 
	 Section 7.03
	 	Right to Cure	  	 	151	 
		
	 ARTICLE VIII THE AGENTS
	  	 	152	 
			
	 Section 8.01
	 	Appointment	  	 	152	 
	 Section 8.02
	 	Delegation of Duties	  	 	152	 
	 Section 8.03
	 	Exculpatory Provisions	  	 	153	 
	 Section 8.04
	 	Reliance by Agents	  	 	153	 
	 Section 8.05
	 	Notice of Default	  	 	154	 
	 Section 8.06
	 	Non-Reliance on Agents and Other Lenders	  	 	154	 
	 Section 8.07
	 	Indemnification	  	 	155	 
	 Section 8.08
	 	Agent in Its Individual Capacity	  	 	155	 
	 Section 8.09
	 	Successor Administrative Agent	  	 	155	 
	 Section 8.10
	 	Arrangers, Syndication Agents and Documentation Agents	  	 	156	 
	 Section 8.11
	 	Security Documents and Collateral Agent	  	 	156	 
	 Section 8.12
	 	Right to Realize on Collateral and Enforce Guarantees	  	 	157	 
	 Section 8.13
	 	Withholding Tax	  	 	158	 
		
	 ARTICLE IX MISCELLANEOUS
	  	 	158	 
			
	 Section 9.01
	 	Notices; Communications	  	 	158	 
	 Section 9.02
	 	Survival of Agreement	  	 	159	 
	 Section 9.03
	 	Binding Effect	  	 	159	 
	 Section 9.04
	 	Successors and Assigns	  	 	159	 
	 Section 9.05
	 	Expenses; Indemnity	  	 	165	 
	 Section 9.06
	 	Right of Set-off	  	 	166	 
	 Section 9.07
	 	Applicable Law	  	 	167	 
	 Section 9.08
	 	Waivers; Amendment	  	 	167	 
	 Section 9.09
	 	Interest Rate Limitation	  	 	170	 
	 Section 9.10
	 	Entire Agreement	  	 	171	 
	 Section 9.11
	 	WAIVER OF JURY TRIAL	  	 	171	 
	 Section 9.12
	 	Severability	  	 	171	 
	 Section 9.13
	 	Counterparts	  	 	171	 
	 Section 9.14
	 	Headings	  	 	171	 
	 Section 9.15
	 	Jurisdiction; Consent to Service of Process	  	 	171	 
	 Section 9.16
	 	Confidentiality	  	 	172	 
	 Section 9.17
	 	Platform; Borrower Materials	  	 	173	 
	 Section 9.18
	 	Release of Liens and Guarantees	  	 	173	 
	 Section 9.19
	 	Judgment Currency	  	 	175	 
	 Section 9.20
	 	USA PATRIOT Act Notice	  	 	175	 
	 Section 9.21
	 	Affiliate Lenders	  	 	175	 
	 Section 9.22
	 	Agency of the Borrower for the Loan Parties	  	 	176	 
	 Section 9.23
	 	No Liability of the Issuing Banks	  	 	176	 
	 Section 9.24
	 	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	  	 	177	 
	 Section 9.25
	 	Fourth Amended and Restated Credit Agreement; Effectiveness of Amendment and Restatement	  	 	177	 


  
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 Exhibits and Schedules 

 

			
	Exhibit A	  	Form of Assignment and Acceptance
	Exhibit B	  	Form of Administrative Questionnaire
	Exhibit C-1	  	Form of Borrowing Request
	Exhibit C-2	  	Form of Swingline Borrowing Request
	Exhibit C-3	  	Form of Letter of Credit Request
	Exhibit D	  	Form of Interest Election Request
	Exhibit E	  	Form of Mortgage
	Exhibit F	  	Form of Permitted Loan Purchase Assignment and Acceptance
	Exhibit G	  	Form of First Lien/First Lien Intercreditor Agreement
	Exhibit H	  	Form of Non-Bank Tax Certificate
	Exhibit I	  	Form of Intercompany Subordination Terms
		
	Schedule 1.01(A)	  	Certain Excluded Equity Interests
	Schedule 1.01(B)	  	Immaterial Subsidiaries
	Schedule 1.01(C)	  	Existing Roll-Over Letters of Credit
	Schedule 1.01(D)	  	Closing Date Unrestricted Subsidiaries
	Schedule 1.01(E)	  	Closing Date Mortgaged Properties
	Schedule 1.01(F)	  	Existing CS Letters of Credit
	Schedule 2.01	  	Commitments
	Schedule 3.01	  	Organization and Good Standing
	Schedule 3.04	  	Governmental Approvals
	Schedule 3.05	  	Financial Statements
	Schedule 3.07(c)	  	Notices of Condemnation
	Schedule 3.08(a)	  	Subsidiaries
	Schedule 3.08(b)	  	Subscriptions
	Schedule 3.13	  	Taxes
	Schedule 3.16	  	Environmental Matters
	Schedule 3.21	  	Insurance
	Schedule 3.23	  	Intellectual Property
	Schedule 5.12	  	Post-Closing Items
	Schedule 6.01	  	Indebtedness
	Schedule 6.02(a)	  	Liens
	Schedule 6.04	  	Investments
	Schedule 6.07	  	Transactions with Affiliates
	Schedule 9.01	  	Notice Information


  
 iv 








 FIFTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 29, 2017 (this
“Agreement”), among PRIME SECURITY SERVICES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (the
“Borrower”), the LENDERS party hereto from time to time and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders. 

WHEREAS, Holdings and the Borrower are party to that certain Fourth Amended and Restated First Lien Credit Agreement (the “Fourth
Amended and Restated Credit Agreement”), dated as of February 13, 2017 (the “Fourth Incremental Assumption and Amendment Agreement Effective Date”), among Holdings, the Borrower, the Lenders party thereto and the
Administrative Agent; 
 WHEREAS, the Fourth Amended and Restated Credit Agreement amended and restated that certain Third Amended and
Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), dated as of December 28, 2016 (the “Third Amendment Agreement Effective Date”), among Holdings, the Borrower, the Lenders party
thereto and the Administrative Agent; 
 WHEREAS, the Third Amended and Restated Credit Agreement amended and restated that certain Second
Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), dated as of June 23, 2016 (the “Second Incremental Assumption and Amendment Agreement Effective Date”), among
Holdings, the Borrower, the Lenders party thereto and the Administrative Agent; 
 WHEREAS, the Second Amended and Restated Credit Agreement
amended and restated that certain First Amended and Restated Credit Agreement (the “First Amended and Restated Credit Agreement”), dated as of May 2, 2016 (the “Closing Date”), among Holdings, the Borrower, the
Lenders party thereto and the Administrative Agent; 
 WHEREAS, the First Amended and Restated Credit Agreement amended and restated that
certain First Lien Credit Agreement (as amended, supplemented or modified from time to time prior to the Closing Date, the “Original Credit Agreement”), dated as of July 1, 2015 (the “Original Closing Date”),
among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent; 
 WHEREAS, the Borrower has entered into that certain
Amendment Agreement No. 5 (the “Fifth Amendment Agreement”), dated as of the date hereof (the “Fifth Amendment Agreement Effective Date”), by and among Holdings, the Borrower, the Subsidiary Loan Parties party
thereto, the Lenders party thereto (such Lenders, the “2017 Refinancing Lenders”) and the Administrative Agent under which the 2017 Refinancing Lenders extended credit to the Borrower in the form of Refinancing Term Loans in an
aggregate principal amount of $3,553,694,684.53; and 
 WHEREAS, the Administrative Agent, Holdings, the Borrower and the 2017 Refinancing
Lenders have agreed to amend and restate the Fourth Amended and Restated Credit Agreement as provided in this Agreement. 

  
 1 








 NOW, THEREFORE, the Fourth Amended and Restated Credit Agreement shall be, and hereby is, amended
and restated in its entirety as follows: 
 ARTICLE I 

Definitions 

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

“2015 Fee Letter” shall mean the “Fee Letter” (as defined in the Original Credit Agreement). 

“2015 Transactions” shall mean the “Transactions” (as defined in the Original Credit Agreement). 

“2016 Equity Contribution” shall mean the 2016 Equity Contribution (as defined in the First Incremental Assumption and
Amendment Agreement). 
 “2016 Fee Letter” shall mean that certain Fee Letter dated as of February 14, 2016 by and
among the Borrower, the Administrative Agent, Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Royal Bank of Canada, PSP Investments Credit USA LLC and PCDH 5,
LLC. 
 “2016 Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of
such Revolving Facility Lender to make 2016 Revolving Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04 and (c) increased (or
replaced) as provided under Section 2.21. The aggregate amount of the Lenders’ 2016 Revolving Facility Commitments as of (and immediately after giving effect to) the Closing Date was equal to $255,000,000. 

“2016 Revolving Facility Maturity Date” shall mean May 2, 2021. 

“2016 Revolving Loan” shall mean a Revolving Facility Loan made (i) pursuant to the 2016 Revolving Facility Commitments
in effect as of the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Facility Commitment on the same terms as the Revolving Facility Loans referred to in
clause (i) of this definition. 
 “2017 Refinancing Lenders” shall have the meaning assigned to such term in the
recitals of this Agreement. 
 “ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of
(a) the Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one-month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the LIBO Rate for any day shall be based on the rate determined on such day at approximately 11:00
a.m. (London time) by reference to the ICE Benchmark Administration Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) for deposits in Dollars (as set forth by any
service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) as an authorized vendor for the purpose
of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal 

  
 2 








 
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO
Rate, as the case may be. 
 “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. 

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan. 

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. 

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in
accordance with the provisions of Article II. 
 “ABR Term Loan” shall mean any Term Loan bearing interest at a rate
determined by reference to the ABR in accordance with the provisions of Article II. 
 “Additional Mortgage” shall
have the meaning assigned to such term in Section 5.10(c). 
 “Adjusted LIBO Rate” shall mean, with respect to any
Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such
Eurocurrency Borrowing, if any; provided that if the Adjusted LIBO Rate shall be less than zero pursuant to this clause (x), such rate shall be deemed zero and (y) in the case of Eurocurrency Borrowings composed of Eurocurrency Term
Loans, 1.00%. 
 “Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing
Grid.” 
 “Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this
Agreement, together with its successors and assigns. 
 “Administrative Agent Fee Letter” shall mean that certain
Administrative Agent Fee Letter (First Lien), dated as of March 31, 2016, between the Borrower and the Administrative Agent. 

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

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form
supplied by the Administrative Agent. 
 “ADT Transactions” shall mean, collectively, the transactions to occur pursuant to
the Transaction Documents, including (a) the consummation of the Merger and the Tender Offers and the performance of the Merger Agreement; (b) the execution, delivery and performance of the Loan Documents and the extensions of credit under
the First Amended and Restated Credit Agreement and the First Incremental Assumption and Amendment Agreement; (c) the 2016 Equity Contribution; (d) the Preferred Securities Contribution; (e) the execution, delivery and performance of
the Second Priority Senior Secured Notes Documents, the creation of the Liens pursuant to the Second Priority Senior Secured Notes Documents and the sale and issuance of the Second Priority Senior Secured Notes; (f) the repayment in full or
discharge of, and the termination of all obligations and/or commitments under, the Existing ADT Credit Agreement and the Existing ADT Short Term Notes; (g) the creation of the Liens pursuant to the documents governing the Existing ADT Roll-Over
Notes; and (h) the payment of all fees and expenses to be paid and owing in connection with the foregoing. 

  
 3 








 “Affiliate” shall mean, when used with respect to a specified person, another
person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. 

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

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

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be
amended, restated, supplemented or otherwise modified from time to time. 
 “Agreement Currency” shall have the meaning
assigned to such term in Section 9.19. 
 “All-in Yield” shall mean, as to any
Loans (or Pari Term Loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or Pari Term Loans, if applicable) in the primary syndication thereof, as reasonably determined by the
Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue
discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or Pari Term Loans, if
applicable)); and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees and customary consent fees for an
amendment paid generally to consenting lenders. 
 “Alternate Currency” shall mean (i) with respect to any Letter of
Credit, Canadian Dollars and any other currency other than Dollars as may be acceptable to the Administrative Agent and the Issuing Bank with respect thereto and all respective Lenders of such Facility with respect thereto in their sole discretion
and (ii) with respect to any Loan, any currency other than Dollars that is approved in accordance with Section 1.05. 

“Alternate Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date)
for the purchase of such Alternate Currency with Dollars. 
 “Alternate Currency Letter of Credit” shall mean any Letter of
Credit denominated in an Alternate Currency. 
 “Alternate Currency Loan” shall mean any Loan denominated in an Alternate
Currency. 
 “Apollo Sponsor” shall have the meaning assigned to such term in the definition of “Sponsors.” 

“Applicable Commitment Fee” shall mean for any day (i) with respect to the Initial Revolving Facility Commitment or 2016
Revolving Facility Commitment, 0.50% per annum; provided, however, that on and after the first Adjustment Date occurring after delivery of the financial statements and certificates required by Section 5.04 upon the completion of
one full fiscal quarter of the Borrower after the Closing Date, the “Applicable Commitment Fee” will be determined pursuant to the Pricing Grid; or (ii) with respect to any Other Revolving Facility Commitments, the “Applicable
Commitment Fee” set forth in the applicable Incremental Assumption Agreement. 

  
 4 








 “Applicable Date” shall have the meaning assigned to such term in
Section 9.08(f). 
 “Applicable Margin” shall mean for any day (i) with respect to any Term B-1 Loan, 2.75% per annum in the case of any Eurocurrency Loan and 1.75% per annum in the case of any ABR Loan; (ii) with respect to any Initial Revolving Loan or 2016 Revolving Loan, 4.50% per annum in the
case of any Eurocurrency Loan and 3.50% per annum in the case of any ABR Loan; provided, however, that on and after the first Adjustment Date occurring after delivery of the financial statements and certificates required by
Section 5.04 upon the completion of one full fiscal quarter of the Borrower after the Closing Date, the “Applicable Margin” with respect to an Initial Revolving Loan or 2016 Revolving Loan will be determined pursuant to the Pricing
Grid; and (iii) with respect to any Other Term Loan or Other Revolving Loan, the “Applicable Margin” set forth in the Incremental Assumption Agreement relating thereto. 

“Applicable Period” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be. 

“Approved Fund” shall have the meaning assigned to such term in Section 9.04(b)(ii). 

“Arrangers” shall mean, collectively, Barclays Bank PLC, Deutsche Bank Securities Inc. and RBC Capital Markets. 

“ASG” shall mean Alarm Security Holdings LLC, a Delaware limited liability company. 

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

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

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

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

“Availability Period” shall mean, with respect to any Class of Revolving Facility Commitments, the period from and
including the Original Closing Date (or, (i) in the case of the 2016 Revolving Facility Commitments, the Closing Date or (ii) if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier
of the Revolving Facility Maturity Date for such Class and, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit under such Class of Revolving
Facility Commitments, the date of termination of the Revolving Facility Commitments of such Class. 
 “Available Unused
Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the Dollar Equivalent of the amount by which (a) the applicable Revolving
Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time. 

  
 5 








 “Bail-In Action” shall mean the exercise
of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” shall mean, 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 for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Below Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the
definition of the term “Cumulative Credit.” 
 “Board” shall mean the Board of Governors of the Federal Reserve
System of the United States of America. 
 “Board of Directors” shall mean, as to any person, the board of directors or
other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity. 

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

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

“Borrowing” shall mean a group of Loans of a single Type under a single Facility, and made on a single date and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect. 
 “Borrowing Minimum” shall mean (a) in the
case of Eurocurrency Loans, $1,000,000, (b) in the case of ABR Loans, $1,000,000 and (c) in the case of Swingline Loans, $500,000. 

“Borrowing Multiple” shall mean (a) in the case of Eurocurrency Loans, $500,000, (b) in the case of ABR Loans,
$250,000 and (c) in the case of Swingline Loans, $100,000.  
 “Borrowing Request” shall mean a request
by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1 or another form approved by the Administrative Agent. 

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

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed; provided, that (a) when used in connection with a Eurocurrency Loan denominated in Dollars, the term “Business Day” shall also exclude any day on which banks are not open for
dealings in deposits in Dollars in the London interbank market and (b) when used in connection with a Eurocurrency Loan denominated in any Alternate Currency, the term “Business Day” shall mean any day on which dealings in such
Alternate Currency between banks may be carried on in London, England, New York, New York and the principal financial center of such Alternate Currency; provided, however, that with respect to notices and determinations in connection
with, and payments of principal and interest on, Loans denominated in Euro, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent to be a suitable replacement) is open for settlement of payment in Euro. 

  
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 “Capital Expenditures” shall mean, for any person in respect of any period, the
aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of
such person (including capitalized customer acquisition costs); provided, however, that, Capital Expenditures for the Borrower and the Subsidiaries shall not include: 

(a) expenditures to the extent made with proceeds of the issuance of Qualified Equity Interests (other than Disqualified Stock) of Holdings or
capital contributions to Holdings or funds that would have constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that will not constitute Net Proceeds as a result of the first or second proviso to
such clause (a)); provided that (i) this clause (a) shall exclude expenditures made with the proceeds of Permitted Cure Securities, proceeds of Equity Interests referred to in Section 6.01(l), proceeds from sales of Equity
Interests financed as contemplated by Section 6.04(e)(iii), proceeds of Equity Interests used to make Investments pursuant to Section 6.04(q), proceeds of Equity Interests used to make a Restricted Payment in reliance on clause (x) of
the proviso to Section 6.06(c) and any proceeds used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b)(i)(C) and (D) and (ii) such proceeds are not included in any determination of
the Cumulative Credit; 
 (b) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of
lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain,
develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and the Subsidiaries to the extent such proceeds are not then required to be applied to prepay Term Loans pursuant to Section 2.11(b);

 (c) interest capitalized during such period; 

(d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding
Holdings, the Borrower or any Subsidiary) and for which none of Holdings, the Borrower or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person
(whether before, during or after such period); 
 (e) the book value of any asset owned by such person 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 (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been
included in Capital Expenditures when such asset was originally acquired; 
 (f) the purchase price of equipment purchased during such
period to the extent that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case,
in the ordinary course of business; 
 (g) Investments in respect of a Permitted Business Acquisition; or 

(h) the purchase of property, plant or equipment made with proceeds from any Asset Sale to the extent such proceeds are not then required to
be applied to prepay Term Loans pursuant to Section 2.11(b). 

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

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more
of the Issuing Banks or Lenders, as collateral for Revolving L/C Exposure or obligations of the Lenders to fund participations in respect of Revolving L/C Exposure, cash or deposit account balances or, if the Collateral Agent and each Issuing Bank
shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank. “Cash Collateral” and “Cash
Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Cash Interest Expense” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period,
Interest Expense for such period to the extent such amounts are paid in cash for such period, excluding, without duplication, in any event (a) pay-in-kind Interest
Expense or other non-cash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or
on behalf of, the Borrower or any Subsidiary, including such fees paid in connection with the 2015 Transactions or the ADT Transactions or upon entering into a Permitted Securitization Financing, and (c) the amortization of debt discounts, if
any, or fees in respect of Hedging Agreements; provided, that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the 2015 Transactions or the ADT Transactions, or upon entering into a
Permitted Securitization Financing or any amendment of this Agreement. 
 “Cash Management Agreement” shall mean any
agreement to provide to Holdings, the Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and
interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services. 

  
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 “Cash Management Bank” shall mean any person that, at the time it enters into a
Cash Management Agreement (or on the Closing Date), is an Agent, an Arranger, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement. 

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of the Code. 

A “Change in Control” shall be deemed to occur if: 

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

(b) a “Change in Control” (as defined in (i) the Second Lien Credit Agreement, (ii) the Second Priority
Senior Secured Notes Indenture, (iii) the indentures governing the Existing ADT Roll-Over Notes, (iv) any indenture or credit agreement in respect of Permitted Refinancing Indebtedness with respect to the Indebtedness referenced in
subclause (i) through (iii) of this clause (b), in each case, constituting Material Indebtedness or (v) any indenture or credit agreement in respect of any Junior Financing constituting Material Indebtedness) shall have occurred; or 

(c) Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding Equity
Interests of the Borrower (other than in connection with or after a Qualified IPO of the Borrower). 
 “Change in Law”
shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date
or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the Closing Date; provided, however, that notwithstanding 

  
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anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street
Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in
connection with, all interpretations and applications of, and any compliance by a Lender with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law” but only to the extent a Lender is imposing
applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of America cash flow
term loan credit facilities. 
 “Charges” shall have the meaning assigned to such term in Section 9.09. 

“Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such
Borrowing are Term B-1 Loans, Other Term Loans, Initial Revolving Loans, 2016 Revolving Loans or Other Revolving Loans; and (b) when used in respect of any Commitment, whether such Commitment is in
respect of a commitment to make Term B-1 Loans, Other Term Loans, Initial Revolving Loans, 2016 Revolving Loans or Other Revolving Loans. Other Term Loans or Other Revolving Loans that have different terms and
conditions (together with the Commitments in respect thereof) from the Term B-1 Loans, the Initial Revolving Loans or the 2016 Revolving Loans, respectively, or from other Other Term Loans or other Other
Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes. 
 “Class Loans” shall have
the meaning assigned to such term in Section 9.08(f). 
 “Closing Date” shall have the meaning assigned to such term
in the recitals of this Agreement. 
 “Closing Date Arrangers” shall mean, collectively, Barclays Bank PLC, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and RBC Capital Markets. 
 “Closing Date Mortgaged Properties” shall
have the meaning assigned to such term in the definition of “Mortgaged Properties.” 

“Co-Manager” shall mean Apollo Global Securities, LLC. 

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

“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the
Mortgaged Properties and all other property that is subject to any Lien in favor of the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Secured Parties pursuant to any Security Document. 

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

  
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 “Collateral and Guarantee Requirement” shall mean the requirement that (in each
case subject to Sections 5.10(d), (e) and (g) and Schedule 5.12): 
 (a) on the Closing Date, the Collateral
Agent shall have received (i) from each Subsidiary Loan Party (other than the Subsidiary Loan Parties listed on Schedule 3.08(a) to the Original Credit Agreement) (x) a supplement to the Collateral Agreement, (y) a supplement to the
Subsidiary Guarantee Agreement and (z) an acknowledgment and consent to the First Lien/Second Lien Intercreditor Agreement and (ii) from the parties thereto, (x) a fully-executed First Lien/First Lien Intercreditor Agreement and
(y) an acknowledgment and consent to the First Lien/First Lien Intercreditor Agreement, in each case duly executed and delivered on behalf of such person; 

(b) on the Closing Date, (i)(x) all outstanding Equity Interests of the Borrower and all other outstanding Equity Interests, in
each case, directly owned by the Loan Parties, other than Excluded Securities, and (y) all Indebtedness owing to any Loan Party, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement and (ii) the
Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests (other than certificates or instruments issued by Subsidiaries of the Target that are not received from the Target, after using
commercially reasonable efforts, on or prior to the Closing Date) and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or other instruments of transfer (if
any) with respect thereto endorsed in blank; provided that the foregoing requirement in this subsection (b)(ii) shall be deemed satisfied with respect to any certificates, notes or instruments delivered to the Administrative Agent prior to the
Closing Date; 
 (c) in the case of any person that becomes a Subsidiary Loan Party after the Closing Date, the Collateral
Agent shall have received (i) a supplement to the Collateral Agreement and the Subsidiary Guarantee Agreement and (ii) supplements to the other Security Documents, if applicable, in the form specified therefor or otherwise reasonably
acceptable to the Administrative Agent, in each case, duly executed and delivered on behalf of such Subsidiary Loan Party; 

(d) after the Closing Date, (x) all outstanding Equity Interests of any person that becomes a Subsidiary Loan Party after
the Closing Date and (y) subject to Section 5.10(g), all Equity Interests directly acquired by a Loan Party after the Closing Date, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement, together with
stock powers or other instruments of transfer (if any) with respect thereto endorsed in blank; 
 (e) except as otherwise
contemplated by this Agreement or any Security Document, all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office,
and all other actions reasonably requested by the Collateral Agent (including those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in
each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent
for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document; 

(f) within (x) 120 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on
Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in Section 5.10 

  
 11 








 
with respect to Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect
to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable
in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel regarding the
enforceability, due authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions as the Collateral Agent may reasonably request, in form and substance reasonably acceptable to the
Collateral Agent, (iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other documents as the Collateral Agent may reasonably request that are available to the Borrower without material expense with
respect to any such Mortgage or Mortgaged Property; 
 (g) within (x) 120 days after the Closing Date with respect to
each Closing Date Mortgaged Property set forth on Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in Section 5.10 with respect to Mortgaged
Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received (i) a policy or policies or marked up unconditional binder of title insurance with respect to properties located in the United States of America,
or a date-down and modification endorsement, if available, paid for by the Borrower, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of
any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the
applicable Mortgaged Property is located and (ii) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all
necessary fees (where applicable) have been paid with respect to properties located in the United States of America, which is (A) complying in all material respects with the minimum detail requirements of the American Land Title Association and
American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy
relating to such Mortgaged Property or otherwise reasonably acceptable to the Collateral Agent; 
 (h) evidence of the
insurance required by the terms of Section 5.02 hereof; and 
 (i) after the Closing Date, the Collateral Agent shall
have received (i) such other Security Documents as may be required to be delivered pursuant to Section 5.10 or the Collateral Agreement, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance with any other
requirements of Section 5.10. 
 “Commitment Fee” shall have the meaning assigned to such term in
Section 2.12(a). 
 “Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving
Facility Commitment and Term Facility Commitment and (b) with respect to any Swingline Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s 2016 Revolving
Facility Commitment). 
 “Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et
seq.), as amended from time to time, and any successor statute. 

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

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

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

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income
or expense or charge (less all fees and expenses relating thereto), any severance, relocation or other restructuring expenses, any expenses related to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of
fixed assets for alternative uses, fees, expenses or charges relating to facility or branch closing costs, rebranding costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition
integration costs, facility or branch opening costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity Interests or debt securities of the Borrower, Holdings or any Parent Entity, any Investment,
acquisition, Disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the 2015
Transactions or the ADT Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and Transaction Expenses incurred before, on or after the Closing Date), in each case, shall be excluded, 

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

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

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

  
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 (v) (A) the Net Income for such period of any person that is not a subsidiary of
such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted
into cash) to the referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period and (B) the Net Income for such period shall include any dividend, distribution or other payment
in cash (or to the extent converted into cash) received by the referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) from any person in excess of, but without duplication of, the amounts included in
subclause (A), 
 (vi) the cumulative effect of a change in accounting principles during such period shall be excluded,

 (vii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and
its subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be
excluded, 
 (viii) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of
intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded, 
 (ix) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights,
stock options, restricted stock, preferred stock or other rights shall be excluded, 
 (x) accruals and reserves that are
established or adjusted within twelve months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded, 

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

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

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

  
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 (xvii) (A) to the extent covered by insurance and actually reimbursed, or, so long as such person
has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and
(y) in fact reimbursed within 365 days following the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business
interruption shall be excluded; and (B) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a
deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period), 
 (xviii)
[reserved], and 
 (xix) without duplication, an amount equal to the amount of distributions actually made to any parent or equity holder of
such person in respect of such period in accordance with Section 6.06(b)(v) shall be included as though such amounts had been paid as income taxes directly by such person for such period. 

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

“Continuing Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k). 

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

“Creation Costs” shall mean the costs associated with creating new customers including but not limited to marketing, sales
and installation expenses incurred selling, equipping and installing a new alarm system actually incurred in such current period less the related installation revenue recognized in such current period.

“Credit Event” shall have the meaning assigned to such term in Article IV. 

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis
equal to, without duplication: 
 (a) the Cumulative Retained Excess Cash Flow Amount at such time, plus 

  
 15 








 (b) the aggregate amount of proceeds received after the Closing Date and prior to
such time that would have constituted Net Proceeds pursuant to clause (a) of the definition thereof, except for the operation of clause (x), (y) or (z) of the second proviso thereof (the “Below Threshold Asset Sale
Proceeds”), plus 
 (c) (i) the cumulative amount of proceeds (including cash and the fair market value
(as determined in good faith by the Borrower) of property other than cash) from the sale of Equity Interests of the Borrower, Holdings or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or
options), which proceeds have been contributed as common equity to the capital of the Borrower, and (ii) common Equity Interests of Holdings, the Borrower or any Parent Entity issued upon conversion of Indebtedness (other than Indebtedness that
is contractually subordinated to the Loan Obligations in right of payment) of the Borrower or any Subsidiary owed to a person other than the Borrower or a Subsidiary not previously applied for a purpose other than use in the Cumulative Credit;
provided, that this clause (c) shall exclude Permitted Cure Securities, sales of Equity Interests financed as contemplated by Section 6.04(e) or used as described in clause (ix) of the definition of “EBITDA” and any
amounts used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b), plus 

(d) 100% of the aggregate amount of contributions as common equity to the capital of the Borrower received in cash (and the
fair market value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to the same exclusions as are applicable to clause (c) above); plus 

(e) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed
repurchase price, as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary thereof issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Equity
Interests (other than Disqualified Stock) in the Borrower, Holdings or any Parent Entity, plus 
 (f) 100% of the
aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value (as determined in good faith by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after the Closing Date from: 

(A) the sale (other than to the Borrower or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary to the extent
not increasing any other basket under Section 6.04, or 
 (B) any dividend or other distribution by an Unrestricted
Subsidiary to the extent not increasing any other basket under Section 6.04, plus 
 (g) in the event any
Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings, the Borrower or any Subsidiary, the fair market value
(as determined in good faith by the Borrower) of the Investments of Holdings, the Borrower or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as
applicable) to the extent not increasing any other basket under Section 6.04, plus 
 (h) an amount equal to any
returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to
Section 6.04(j)(Y), minus 

  
 16 








 (i) any amounts thereof used to make Investments pursuant to
Section 6.04(j)(Y) after the Closing Date prior to such time, minus 
 (j) the cumulative amount of
Restricted Payments made pursuant to Section 6.06(e) after the Closing Date prior to such time, minus 
 (k) any
amount thereof used to make payments or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i)(E) after the Closing Date prior to such time (other than payments made with proceeds from the issuance of Equity Interests that
were excluded from the calculation of the Cumulative Credit pursuant to clause (c) above); 
 provided, however, (A) for purposes of
Section 6.06(e), the calculation of the Cumulative Credit shall not include any Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clauses (i) and (k) above, (B) the Cumulative Credit shall
only be increased pursuant to clause (a) above to the extent that Excess Cash Flow for any Excess Cash Flow Period exceeds the ECF Threshold Amount (or, with respect to any Excess Cash Flow Interim Period, a pro rata portion of such amount),
(C) for purposes of Section 6.06(e) and 6.09(b)(i)(E), the calculation of the Cumulative Credit shall not include any amounts from clause (b) of the definition of “Cumulative Retained Excess Cash Flow Amount” and (D) the
Cumulative Credit shall not be increased as a result of the 2016 Equity Contribution or the Preferred Securities Contribution. 

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount (which shall not be less than zero in the
aggregate) determined on a cumulative basis equal to: 
 (a) the aggregate cumulative sum of the Retained Percentage of
Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date, plus 
 (b)
for each Excess Cash Flow Interim Period ended prior to such date but as to which the corresponding Excess Cash Flow Period has not ended, an amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim Period,
minus 
 (c) the cumulative amount of all Retained Excess Cash Flow Overfundings as of such date. 

“Cure Amount” shall have the meaning assigned to such term in Section 7.03. 

“Cure Right” shall have the meaning assigned to such term in Section 7.03. 

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

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of
determination, all liabilities that would, in accordance with GAAP, be 

  
 17 








 
classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness,
(b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the 2015
Transactions or the ADT Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and
(f) accruals for add-backs to EBITDA included in clauses (a)(iv), (a)(v), and (a)(vii) of the definition of such term. 

“Debt Fund Affiliate Lender” shall mean entities managed by the Fund or funds advised by its affiliated management companies
that are primarily engaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and
for which no personnel making investment decisions in respect of any equity fund which has a direct or indirect equity investment in Holdings, the Borrower or the Subsidiaries has the right to make any investment decisions. 

“Debt Service” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, Cash
Interest Expense for such period, plus scheduled principal amortization of Consolidated Debt for such period. 
 “Debtor
Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect. 

“December 2016 Engagement Letter” shall mean that certain Engagement Letter dated as of December 2, 2016 by and among
the Borrower, Barclays Bank PLC, Deutsche Bank AG New York Branch, Royal Bank of Canada and Apollo Global Securities, LLC. 

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

 “Defaulting Lender” shall mean, subject to Section 2.22, any Lender that (a) has failed to (i) fund all
or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline 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 Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Swingline Lender, the Administrative Agent or any Issuing
Bank in writing that it does not intend or expect to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect, (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 any state or federal regulatory authority acting in such a capacity, including the Federal Deposit Insurance Corporation 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 

  
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immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery of written notice of such determination to the Borrower, each Issuing Bank,
the Swingline Lender and each Lender. 
 “Designated Non-Cash Consideration” shall
mean the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth such valuation, less the amount of cash or cash equivalents received in connection with a
subsequent disposition of such Designated Non-Cash Consideration. 
 “Disinterested
Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction. 

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

“Documentation Agents” shall mean, collectively, Barclays Bank PLC, Deutsche Bank Securities Inc., Royal Bank of Canada,
Citigroup Global Markets Inc. and Apollo Global Securities, LLC. 
 “Dollar Equivalent” shall mean, at any time,
(a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at
such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other applicable date of determination) for the purchase of Dollars with such currency. 

  
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 “Dollars” or “$” shall mean lawful money of the United States
of America. 
 “Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary. 

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

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

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

(iii) depreciation and amortization expenses of the Borrower and the Subsidiaries for such period including the amortization of
intangible assets, deferred financing fees, Capitalized Software Expenditures and capitalized customer acquisition costs and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other
post-employment benefits, 
 (iv) business optimization expenses and other restructuring charges or reserves (which, for the
avoidance of doubt, shall include the effect of inventory optimization programs, facility or branch closure, facility or branch consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments
and excess pension charges), 
 (v) any other non-cash charges; provided, that for
purposes of this subclause (v) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable
thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period), 

(vi) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to the Fund or
any Fund Affiliate (or any accruals related to such fees and related expenses) during such period not in contravention of this Agreement, 

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

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

(x) the amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the
construction, acquisition, assembling or creation of such New Project, as the case may be; provided, that (A) such losses are reasonably identifiable and factually supportable and certified by a Responsible Officer of the Borrower and
(B) losses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this clause (x), 

(xi) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to
in clause (v) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in clauses (i) and (ii) above relating to such joint venture corresponding to the
Borrower’s and the Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary), 

(xii) one-time costs associated with commencing Public Company Compliance, and 

(xiii) Creation Costs; 

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

Notwithstanding anything to the contrary contained herein and subject to adjustments permitted hereunder with respect to acquisitions,
Dispositions and other transactions occurring following the Closing Date and/or pursuant to the definition of “Pro Forma Basis,” for purposes of determining EBITDA under this Agreement, EBITDA for the fiscal quarter ended March 31,
2015 shall be deemed to be $675,000,000, EBITDA for the fiscal quarter ended June 30, 2015 shall be deemed to be $683,000,000, EBITDA for the fiscal quarter ended September 30, 2015 shall be deemed to be $690,000,000 and EBITDA for the
fiscal quarter ended December 31, 2015 shall be deemed to be $694,000,000. 
 “ECF Threshold Amount” shall have the
meaning assigned to such term in Section 2.11(c). 
 “EEA Financial Institution” shall mean (a) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution 

  
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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” shall mean any of the member states of the European Union, Iceland, Liechtenstein and Norway. 

“EEA Resolution Authority” shall mean 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. 

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or
operation of a single or unified European currency. 
 “Environment” shall mean ambient and indoor air, surface water and
groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law. 

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

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

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants,
options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership
interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any
final regulations promulgated and the rulings issued thereunder. 
 “ERISA Affiliate” shall mean any trade or business
(whether or not incorporated) that, together with Holdings, the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the Code. 
 “ERISA Event” shall mean
(a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or
Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its
due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA
Affiliate of any liability 

  
 22 








 
under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate
of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under
Section 303(k) of ERISA shall have been met with respect to any Plan; or (j) the withdrawal of any of Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which
such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA. 

“EU Bail-In Legislation Schedule” shall mean the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Euro” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

 “Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans. 

“Eurocurrency Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan. 

“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans. 

“Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to
the Adjusted LIBO Rate in accordance with the provisions of Article II. 
 “Eurocurrency Term Loan” shall mean any
Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II. 

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

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

(a) Debt Service for such Applicable Period; provided, that with respect to any such amounts to be paid after the close
of such Applicable Period that are deducted in such Applicable Period, any amount so deducted shall not be deducted again in a subsequent Applicable Period, 

(b) the amount of any voluntary payment permitted hereunder of term Indebtedness during such Applicable Period (other than any
voluntary prepayment of the Term Loans or term indebtedness constituting Other First Lien Debt, each of which shall be the subject of Section 2.11(c)) and the amount of any voluntary payments of revolving Indebtedness to the extent accompanied
by permanent reductions of any revolving facility commitments (other than 

  
 23 








 
any voluntary prepayments of the Revolving Facility Commitment or revolving facility commitments constituting Other First Lien Debt, each of which shall be the subject of Section 2.11(c))
during such Applicable Period to the extent an equal amount of loans thereunder was simultaneously repaid, so long as the amount of such prepayment is not already reflected in Debt Service, 

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

(g) cash expenditures made in respect of Hedging Agreements during such Applicable Period, to the extent not reflected in the
computation of EBITDA or Interest Expense, 
 (h) permitted Restricted Payments paid in cash by the Borrower during such
Applicable Period and permitted Restricted Payments paid by any Subsidiary to any person other than Holdings, the Borrower or any of the Subsidiaries during such Applicable Period, in each case in accordance with Section 6.06 (other than
Section 6.06(e)), 
 (i) amounts paid in cash during such Applicable Period on account of (A) items that were
accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of
the Borrower and its Subsidiaries in a prior Applicable Period and (B) reserves or accruals established in purchase accounting, 

  
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 (j) to the extent not deducted in the computation of Net Proceeds in respect of
any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required
to be paid (and actually paid) in connection therewith, 
 (k) the amount related to items that were added to or not deducted
from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual
thereof in a prior Applicable Period), or an accrual for a cash payment, by the Borrower and its Subsidiaries or did not represent cash received by the Borrower and its Subsidiaries, in each case on a consolidated basis during such Applicable
Period, and 
 (l) the amount of (A) any deductions attributable to minority interests that were added to or not
deducted from Net Income in calculating Consolidated Net Income and (B) EBITDA of joint ventures and minority investees added to Consolidated Net Income in calculating EBITDA pursuant to the last paragraph of the definition thereof, 

plus, without duplication, (B): 

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

(b) all amounts referred to in clauses (A)(b), (A)(c) and (A)(d) above to the extent funded with the proceeds of the
issuance or the incurrence of Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness, but excluding proceeds of extensions of credit under any revolving credit facility), the sale or issuance of any Equity Interests
(including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset
or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above, 
 (c) to the extent
any permitted Capital Expenditures, Permitted Business Acquisitions or permitted Investments referred to in clause (A)(d) above do not occur in the following Applicable Period of the Borrower specified in the certificate of the Borrower
provided pursuant to clause (A)(d) above, the amount of such Capital Expenditures, Permitted Business Acquisitions or permitted Investments that were not so made in such following Applicable Period, 

(d) cash payments received in respect of Hedging Agreements during such Applicable Period to the extent (i) not included
in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense, 
 (e) any extraordinary or
nonrecurring gain realized in cash during such Applicable Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)), and 

  
 25 








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

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

“Excess Cash Flow Period” shall mean each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending
on December 31, 2017. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Contributions” shall mean the cash and Permitted Investments received by the Borrower after the Closing Date from:
(a) contributions to its common Equity Interests, and (b) the sale (other than to a Subsidiary of the Borrower or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement)
of Qualified Equity Interests of the Borrower, in each case designated as Excluded Contributions pursuant to a certificate of a Responsible Officer of Holdings or the Borrower on or promptly after the date such capital contributions are made or the
date such Equity Interest is sold, as the case may be. 
 “Excluded Indebtedness” shall mean all Indebtedness not incurred
in violation of Section 6.01. 
 “Excluded Property” shall have the meaning assigned to such term in
Section 5.10(g). 
 “Excluded Securities” shall mean any of the following: 

(a) any Equity Interests or Indebtedness with respect to which the Collateral Agent and the Borrower reasonably agree that the
cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be excessive in relation to the value to be afforded thereby; 

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

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

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

(f) any Equity Interests of any Immaterial Subsidiary, any Unrestricted Subsidiary or any Special Purpose Securitization
Subsidiary; 
 (g) any Equity Interests of any Subsidiary of, or other Equity Interests owned by, a Foreign Subsidiary; 

(h) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected
to result in material adverse tax consequences to the Borrower or any Subsidiary as determined in good faith by the Borrower in consultation with the Administrative Agent; 

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

(j) (x) any Equity Interests owned by Holdings, other than Equity Interests of the Borrower and (y) any Indebtedness owned
by Holdings; and 
 (k) any Margin Stock. 

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

(b) each Domestic Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), 

  
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 (c) each Domestic Subsidiary that is prohibited from Guaranteeing or granting
Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or
authorization has been received), 
 (d) each Domestic Subsidiary that is prohibited by any applicable contractual
requirement (to the extent (x) existing on the Closing Date or on the date such person becomes a Subsidiary and (y) not entered into in contemplation of causing such Domestic Subsidiary to become an Excluded Subsidiary) from Guaranteeing
or granting Liens to secure the Obligations on the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) (and for so long as such restriction or any replacement or renewal thereof is in effect),

 (e) any Special Purpose Securitization Subsidiary, 

(f) any Foreign Subsidiary, 

(g) any Domestic Subsidiary (i) that is an FSHCO or (ii) that is a Subsidiary of a Foreign Subsidiary that is a CFC,

 (h) any other Domestic Subsidiary with respect to which, (x) the Administrative Agent and the Borrower reasonably
agree that the cost or other consequences of providing a Guarantee of or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded thereby or (y) in the case of any person that becomes a
Domestic Subsidiary of Holdings after the Closing Date, providing such a Guarantee or granting such Liens could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower in consultation with
the Administrative Agent, 
 (i) each Unrestricted Subsidiary, and 

(j) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in
the Commodity Exchange Act and the regulations thereunder. 
 “Excluded Swap Obligation” shall mean, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap
Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal. 
 “Excluded Taxes” shall mean,
with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) Taxes imposed on or measured by its
overall net income or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and
franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case 

  
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by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its
applicable Lending Office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Loan Documents or any transactions
contemplated thereunder), (ii) U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to a Lender
(other than to the extent such Lender is an assignee pursuant to a request by the Borrower under Section 2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender becomes a party hereto (or designates a new lending office), except
to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with respect to such
withholding Tax pursuant to Section 2.17, (iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is attributable to the Administrative
Agent’s, any Lender’s or any other recipient’s failure to comply with Section 2.17(d) or (e) or (iv) any Tax imposed under FATCA. 

“Excluded Transaction Debt” shall mean all Indebtedness incurred by the Borrower in connection with the ADT Transactions
consisting of, or incurred to fund the payment of, any original issue discount or upfront fees as a result of the exercise of the “Market Flex” and/or “Securities Demand” provisions under the 2016 Fee Letter in respect of the
Term B-1 Loans and/or the 2016 Revolving Facility Commitments and the extensions of credit thereunder and/or Indebtedness incurred under the Second Priority Senior Secured Notes. 

“Existing ADT Credit Agreement” shall mean that certain Five Year Senior Unsecured Revolving Credit Agreement, dated as of
June 22, 2012 and as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among the Target, Tyco International Ltd., the lenders party thereto and Citibank, N.A., as administrative agent. 

“Existing ADT Roll-Over Notes” shall mean, collectively, (i) the $1,000,000,000 in aggregate principal amount of the
3.50% Notes due 2022, (ii) the $750,000,000 in aggregate principal amount of the 4.875% Notes due 2042 or 2032, as applicable, (iii) the $700,000,000 in aggregate principal amount of the 4.125% Senior Notes due 2023, (iv) the $1,000,000,000 in
aggregate principal amount of the 6.25% Senior Notes due 2021 and (v) the $300,000,000 in aggregate principal amount of the 5.25% Senior Notes due 2020. 

“Existing ADT Short Term Notes” shall mean, collectively, (i) the $750,000,000 in aggregate principal amount of the
2.250% Notes due 2017 and (ii) the $500,000,000 in aggregate principal amount of the 4.125% Senior Notes due 2019. 
 “Existing
Class Loans” shall have the meaning assigned to such term in Section 9.08(f). 
 “Existing CS Letters of
Credit” shall mean those letters of credit or bank guarantees issued by Credit Suisse AG, Cayman Islands Branch and outstanding as of the Closing Date and set forth on Schedule 1.01(F), which shall each be deemed to constitute a
Letter of Credit issued hereunder on the Closing Date; provided, that the Existing CS Letters of Credit shall not be extended or renewed by Credit Suisse AG, Cayman Islands Branch on or prior to the maturity date of such Existing CS Letters
of Credit. 
 “Existing Roll-Over Letters of Credit” shall mean those letters of credit or bank guarantees issued and
outstanding as of the Closing Date and set forth on Schedule 1.01(C), which shall each be deemed to constitute a Letter of Credit issued hereunder on the Closing Date. 

  
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 “Extended Revolving Facility Commitment” shall have the meaning assigned to such
term in Section 2.21(e). 
 “Extended Revolving Loan” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extended Term Loan” shall have the meaning assigned to such term in Section 2.21(e). 

“Extending Lender” shall have the meaning assigned to such term in Section 2.21(e). 

“Extension” shall have the meaning assigned to such term in Section 2.21(e). 

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it
being understood that, (i) as of the Fifth Amendment Agreement Effective Date there are three Facilities (i.e., the Term B-1 Loans, the Initial Revolving Facility Commitments established on the
Original Closing Date and the extensions of credit thereunder and the 2016 Revolving Facility Commitments established pursuant to the First Incremental Assumption and Amendment Agreement and the extensions of credit thereunder) and
(ii) thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder. 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), or any Treasury Regulations promulgated thereunder or official administrative interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the Federal Reserve Bank of New York based on
such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by
the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed zero. 

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

 “Fifth Amendment Agreement” shall have the meaning assigned to such term in the recitals of this Agreement. 

“Fifth Amendment Agreement Effective Date” shall have the meaning assigned to such term in the recitals of this Agreement.

 “Financial Covenant” shall mean the covenant of the Borrower set forth in Section 6.11. 

“Financial Officer” of any person shall mean the Chief Financial Officer or an equivalent financial officer, principal
accounting officer, Treasurer, Assistant Treasurer or Controller of such person. 
 “First Amended and Restated Credit
Agreement” shall have the meaning assigned to such term in the recitals of this Agreement. 
 “First Incremental
Assumption and Amendment Agreement” shall mean the Incremental Assumption and Amendment Agreement dated as of the Closing Date by and among Holdings, the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party thereto and the
Administrative Agent. 

  
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 “First Lien/First Lien Intercreditor Agreement” shall mean (a) the First
Lien/First Lien Intercreditor Agreement, dated as of the Closing Date, by and between Barclays Bank PLC, as Collateral Agent for the First-Priority Secured Parties (as defined therein), Barclays Bank PLC, as Authorized Representative for the Credit
Agreement Secured Parties (as defined therein), and Wells Fargo Bank, National Association, as Authorized Representative for the Initial Other First-Priority Secured Parties (as defined therein) or (b) an intercreditor agreement substantially
in the form of Exhibit G hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time. 

“First Lien/Second Lien Intercreditor Agreement” shall mean the First Lien/Second Lien Intercreditor Agreement, dated as of
the Original Closing Date, by and between Barclays Bank PLC (as successor to Credit Suisse AG, Cayman Islands Branch), as First-Priority Collateral Agent (as defined therein), Credit Suisse AG, Cayman Islands Branch, as Second-Priority Collateral
Agent (as defined therein) or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time. 

“Flood Documentation” shall mean, with respect to each Mortgaged Property located in the United States of America or any
territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged
Property is located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (ii) a copy of, or
a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02(c) hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise
amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss
payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and
substance reasonably satisfactory to the Collateral Agent. 
 “Flood Insurance Laws” shall mean, collectively, (i) the
National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood
Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. 

“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income
tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a
“United States person” as defined in Section 7701(a)(30) of the Code. 
 “Foreign Subsidiary” shall mean any
Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia. 

  
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 “Fourth Amended and Restated Credit Agreement” shall have the meaning assigned
to such term in the recitals of this Agreement. 
 “Fourth Incremental Assumption and Amendment Agreement” shall mean the
Incremental Assumption and Amendment Agreement No. 4 dated as of the Fourth Incremental Assumption and Amendment Agreement Effective Date by and among Holdings, the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party thereto
and the Administrative Agent. 
 “Fourth Incremental Assumption and Amendment Agreement Effective Date” shall have the
meaning assigned to such term in the recitals of this Agreement. 
 “Fronting Exposure” shall mean, at any time there is a
Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving
L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other non-Defaulting Lenders or Cash Collateralized in accordance with the terms hereof and (b) with
respect to the Swingline Lender, such Defaulting Lender’s Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders. 

“FSHCO” shall mean any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign
Subsidiaries that are CFCs and/or of one or more FSHCOs. 
 “Fund” shall mean, collectively, investment funds managed by
Affiliates of Apollo Global Management, LLC. 
 “Fund Affiliate” shall mean (i) each Affiliate of the Fund that is
neither a “portfolio company” (which means a company actively engaged in providing goods or services to unaffiliated customers), whether or not controlled, nor a company controlled by a “portfolio company” and (ii) any
individual who is a partner or employee of Apollo Management, L.P. or Apollo Management VIII, L.P. 
 “GAAP” shall mean
generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to the provisions of Section 1.02; provided, that any reference to the application of GAAP in
Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of
such Foreign Subsidiary. 
 “Governmental Authority” shall mean any federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory or legislative body. 
 “Guarantee” of or by any person (the
“guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another
person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner
the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other
obligation (or any existing 

  
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right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is
assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity
obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person
in good faith. 
 “guarantor” shall have the meaning assigned to such term in the definition of the term
“Guarantee.” 
 “Guarantors” shall mean the Loan Parties other than the Borrower. 

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

“Hedge Bank” shall mean any person that, at the time it enters into a Hedging Agreement (or on the Closing Date), is an
Agent, an Arranger, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Hedging Agreement. 

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option
or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value,
or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination
of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers,
employees or consultants of Holdings, the Borrower or any of the Subsidiaries shall be a Hedging Agreement. 
 “Holdings”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement. 
 “Holdings Guarantee and Pledge
Agreement” shall mean the Holdings Guarantee and Pledge Agreement (First Lien) dated as of the Original Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, between Holdings and the Collateral
Agent. 
 “Immaterial Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter
of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to the First Incremental Assumption and Amendment Agreement, Section 5.04(a) or Section 5.04(b), have assets with a
value in excess of 5% of the Consolidated Total Assets or revenues representing in excess of 5% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial
Subsidiaries as of such date, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date;
provided, that the Borrower may elect in its sole discretion to exclude as an 

  
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Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01(B), and the
Borrower shall update such Schedule from time to time after the Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed from such Schedule to be made as the
Borrower may determine). 
 “Increased Amount” of any Indebtedness shall mean any increase in the amount of such
Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the
accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies. 

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

(i) the excess (if any) of (a) $1,350,000,000 over (b) the sum of (x) the aggregate amount of all Incremental
Term Loan Commitments and Incremental Revolving Facility Commitments, in each case, established after the Closing Date (including, for the avoidance of doubt, the Incremental Term B-1 Loans (as defined in the
Second Incremental Assumption and Amendment Agreement) and the Incremental Term B-1 Loans (as defined in the Fourth Incremental Assumption and Amendment Agreement)) and prior to such time pursuant to
Section 2.21 utilizing this clause (i) (other than Incremental Term Loan Commitments and Incremental Revolving Facility Commitments in respect of Refinancing Term Loans, Extended Term Loans, Extended Revolving Facility Commitments or
Replacement Revolving Facility Commitments, respectively), (y) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.01(z) at such time that was incurred utilizing this clause (i) after the Closing Date and
(z) the aggregate principal amount of Second Lien Incremental Facilities then outstanding utilizing clause (i) of the definition of “Incremental Amount” under the Second Lien Credit Agreement after the Closing Date; plus

 (ii) any amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof
utilizing this clause (ii) (or, at the option of the Borrower, immediately after giving effect to the incurrence of the Incremental Loans thereunder) (and assuming any Incremental Revolving Facility Commitments are fully drawn and commitments for
Incremental Term Loans are fully drawn unless such commitments are otherwise terminated; provided that for purposes of testing any financial ratio hereunder such commitments for Incremental Term Loans will be assumed as fully drawn until such
Incremental Term Loans are drawn or such commitments have otherwise been terminated) and the use of proceeds of the loans thereunder, (a) in the case of Incremental Loans secured by Liens on the Collateral that rank pari passu with the Liens on
the Collateral securing the Term B-1 Loans, Initial Revolving Loans or 2016 Revolving Loans, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 2.35 to 1.00 and (b) in the case of
Incremental Loans secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Term B-1 Loans, Initial Revolving Loans or 2016 Revolving Loans, the Net Secured Leverage Ratio
on a Pro Forma Basis is not greater than 3.60 to 1.00; provided that, for purposes of this clause (ii), net cash proceeds of Incremental Loans incurred at such time shall not be netted against the applicable amount of Consolidated
Debt for purposes of such calculation of the Net First Lien Leverage Ratio or the Net Secured Leverage Ratio. 

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

“Incremental Commitment” shall mean an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment. 

“Incremental Loan” shall mean an Incremental Term Loan or an Incremental Revolving Loan. 

“Incremental Revolving Facility Commitment” shall mean the commitment of any Lender, established pursuant to
Section 2.21, to make Incremental Revolving Loans to the Borrower. 
 “Incremental Revolving Facility Lender” shall
mean a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan. 
 “Incremental
Revolving Loan” shall mean (i) Revolving Facility Loans made by one or more Revolving Facility Lenders to the Borrower pursuant to an Incremental Revolving Facility Commitment to make additional Initial Revolving Loans or 2016
Revolving Loans, as applicable, and (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans (including in the form of Extended Revolving Loans or Replacement
Revolving Loans, as applicable) or (iii) any of the foregoing. 
 “Incremental Term Lender” shall mean a Lender with
an Incremental Term Loan Commitment or an outstanding Incremental Term Loan. 
 “Incremental Term Loan Commitment” shall
mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the Borrower. 

“Incremental Term Loan Installment Date” shall have, with respect to any Class of Incremental Term Loans established
pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(ii). 
 “Incremental Term
Loans” shall mean (i) Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(c) consisting of additional Term B-1 Loans and (ii) to the extent permitted by
Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans (including in the form of Extended Term Loans or Refinancing Term Loans, as applicable) or (iii) any of the foregoing. 

“Indebtedness” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would
constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as
the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP,
(e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding
Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of 

  
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credit, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses
(a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation
preference of such Disqualified Stock); provided, that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business,
(B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations in respect of Third Party Funds or (F) in the case of
the Borrower and its Subsidiaries, (I) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilities in
connection with the cash management, tax and accounting operations of the Borrower and the Subsidiaries. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the
extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment. 

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

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

“Ineligible Institution” shall mean (i) the persons identified as “Disqualified Lenders” in writing to the
Closing Date Arrangers by the Borrower on or prior to February 14, 2016, and (ii) the persons as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter (in the case of this clause (ii)) in
respect of bona fide business competitors of the Borrower (in the good faith determination of the Borrower), by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously
identified to the Administrative Agent that are to be no longer considered “Ineligible Institutions”); provided, that no such updates to the list shall be deemed to retroactively disqualify any parties that have previously acquired
an assignment or participation interest in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Ineligible Institutions. 

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

“Information Memorandum” shall mean the Confidential Information Memorandum, dated April 7, 2016, as modified or
supplemented prior to the Closing Date. 
 “Initial Revolving Facility Commitment” shall mean the Revolving Facility
Commitments held by each Revolving Facility Lender in respect of the Initial Revolving Loans, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04 and (c) increased (or
replaced) as provided under Section 2.21. The aggregate amount of the Lenders’ Initial Revolving Facility Commitments as of (and immediately after giving effect to) the Original Closing Date was equal to $95,000,000. 

“Initial Revolving Facility Maturity Date” shall mean July 1, 2020. 

  
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 “Initial Revolving Loan” shall mean a Revolving Facility Loan made
(i) pursuant to the Initial Revolving Facility Commitments in effect as of the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Facility Commitment
on the same terms as the Revolving Facility Loans referred to in clause (i) of this definition. 
 “Intellectual
Property” shall have the meaning assigned to such term in the Collateral Agreement. 
 “Intercreditor Agreement”
shall have the meaning assigned to such term in Section 8.11. 
 “Interest Coverage Ratio” shall mean, on any date,
the ratio of (a) EBITDA to (b) Interest Expense, in each case, for the Test Period most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that the Interest Coverage Ratio shall
be determined for the relevant Test Period on a Pro Forma Basis. 
 “Interest Election Request” shall mean a request by the
Borrower to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit D or another form approved by the Administrative Agent. 

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such
person for such period on a consolidated basis, including the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and excluding amortization of deferred financing fees and original issue
discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market of
obligations in respect of Hedging Agreements or other derivatives (in each case permitted hereunder) under GAAP, (b) capitalized interest of such person, and (c) commissions, discounts, yield and other fees and charges incurred in
connection with any Permitted Securitization Financing which are payable to any person other than the Borrower or a Subsidiary Loan Party, minus interest income for such period. For purposes of the foregoing, gross interest expense shall be
determined after giving effect to any net payments made or received and costs incurred by the Borrower and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Interest Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, (i) the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to
any ABR Loan, the last Business Day of each calendar quarter and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a). 

“Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the
last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter (or 12 months, if at the time of the relevant Borrowing, all relevant Lenders agree to make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period), as the Borrower may
elect; provided, however, that if any Interest Period would end on a day other than a Business Day, 

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

“Interpolated Rate” shall mean, in relation to the LIBO Rate Loans for any Loan, the rate which results from interpolating on
a linear basis between (a) the ICE Benchmark Administration’s Interest Settlement Rates for deposits in Dollars for the longest period (for which that rate is available) which is less than the Interest Period and (b) the ICE Benchmark
Administration’s Interest Settlement Rates for deposits in Dollars for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time, two Business Days prior to the
commencement of such Interest Period. 
 “Investment” shall have the meaning assigned to such term in Section 6.04.

 “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b). 

“Issuing Banks” shall mean, as the context may require (v) with respect to the Initial Revolving Facility Commitment,
(i) Deutsche Bank AG New York Branch, with respect to up to $11,562,500.00 of Letters of Credit, (ii) Royal Bank of Canada, with respect to up to $11,562,500.00 of Letters of Credit, (iii) Goldman Sachs Bank USA, with respect to up to
$1,875,000.00 of Letters of Credit, (w) with respect to the 2016 Revolving Facility Commitment, (i) Barclays Bank PLC, with respect to up to $40,000,000.00 of Letters of Credit, (ii) Citigroup Global Markets Inc., with respect to up
to $22,500,000.00 of Letters of Credit, (iii) Deutsche Bank AG New York Branch, with respect to up to $23,684,000.00 of Letters of Credit and (iv) Royal Bank of Canada, with respect to up to $13,816,000.00 of Letters of Credit;
provided that each Issuing Bank may, in its sole discretion, issue a greater amount of Letters of Credit than the amounts set forth above (subject to the Letter of Credit Sublimit), (x) for purposes of the Existing Roll-Over Letters of
Credit, the Issuing Bank set forth on Schedule 1.01(C), (y) for purposes of the Existing CS Letters of Credit set forth on Schedule 1.01(F), Credit Suisse AG, Cayman Islands Branch and (z) each other Issuing Bank designated pursuant to
Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity; provided that the amount set forth in clause (v)(i) herein shall include the total amount of the Existing CS
Letters of Credit. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Banks” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate. 
 “January 2017 Engagement Letter” shall mean that certain Engagement Letter
dated as of January 30, 2017 by and among the Borrower, Barclays Bank PLC, Deutsche Bank Securities Inc., Royal Bank of Canada, Citigroup Global Markets Inc. and Apollo Global Securities, LLC. 

“Joint Bookrunners” shall mean, collectively, Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.
and RBC Capital Markets. 
 “Judgment Currency” shall have the meaning assigned to such term in Section 9.19. 

“June 2016 Engagement Letter” shall mean that certain Engagement Letter dated as of June 7, 2016 by and among the
Borrower, Barclays Bank PLC, Deutsche Bank AG New York Branch, Royal Bank of Canada and Apollo Global Securities, LLC. 
 “June 2017
Engagement Letter” shall mean that certain Engagement Letter dated as of June 9, 2017 by and among the Borrower, Barclays Bank PLC, Deutsche Bank Securities Inc., Royal Bank of Canada, Citigroup Global Markets Inc. and Apollo Global
Securities, LLC. 

  
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 “Junior Financing” shall mean (a) any Indebtedness that is subordinated in
right of payment to the Loan Obligations, (b) any Indebtedness under (and as defined in) the Second Lien Credit Agreement or any Permitted Refinancing Indebtedness in respect thereof other than Indebtedness secured by Liens on the Collateral
that are pari passu with the Liens securing the Term B-1 Loans, (c) Indebtedness under the Second Priority Senior Secured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof other
than Indebtedness secured by Liens on the Collateral that are pari passu with the Liens securing the Term B-1 Loans and (d) any indebtedness for borrowed money incurred pursuant to Section 6.01 that,
in the case of this clause (d), is either unsecured or secured only by Liens that are contractually junior in right of security to the Liens securing the Loan Obligations. 

“Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans) pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior
Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens). 

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit. 

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.12(b). 

“Latest Maturity Date” shall mean, at any date of determination, the latest of the latest Revolving Facility Maturity Date
and the latest Term Facility Maturity Date, in each case then in effect on such date of determination. 
 “Lender” shall
mean each Revolving Facility Lender under the Fourth Amended and Restated Credit Agreement immediately prior to the Fifth Amendment Agreement Effective Date (including each Revolving Facility Lender listed on Schedule 2.01) and each 2017
Refinancing Lender (in each case, other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder
pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include any Swingline Lender. 

“Lending Office” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such
Lender to make Loans. 
 “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05, including
any Alternate Currency Letter of Credit. Each Existing Roll-Over Letter of Credit and Existing CS Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents. 

“Letter of Credit Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue
Letters of Credit pursuant to Section 2.05. 
 “Letter of Credit Sublimit” shall mean the aggregate Letter of Credit
Commitments of the Issuing Banks, in an amount not to exceed (a) with respect to the Initial Revolving Facility Commitments, $25,000,000, (b) with respect to the 2016 Revolving Facility Commitments, $100,000,000 and (c) with respect to any
other Classes of Revolving Facility Commitments, the letter of credit sublimit specified therefor in the applicable Incremental Assumption Agreement. 

  
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 “LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark
Administration Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration is no longer making such rates available) for Dollar deposits (as set forth by any service selected by the Administrative Agent that has been
nominated by the ICE Benchmark Administration (or its successor) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate. 

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

“Loan Documents” shall mean (i) this Agreement, (ii) the Security Documents, (iii) each Incremental Assumption
Agreement (including the First Incremental Assumption and Amendment Agreement, the Second Incremental Assumption and Amendment Agreement and the Fourth Incremental Assumption and Amendment Agreement), (iv) the First Lien/Second Lien Intercreditor
Agreement, (v) the First Lien/First Lien Intercreditor Agreement, (vi) any other Intercreditor Agreement, (vii) any Note issued under Section 2.09(e), (viii) the Letters of Credit, (ix) the Successor First Lien Agent
Agreement, (x) solely for the purposes of Section 7.01 hereof, the 2015 Fee Letter and the 2016 Fee Letter, (xi) the Third Amendment Agreement, and (xii) the Fifth Amendment Agreement. 

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

“Loan Parties” shall mean Holdings (prior to a Qualified IPO of the Borrower), the Borrower and the Subsidiary Loan Parties.

 “Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans. 

  
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 “Local Time” shall mean New York City time (daylight or standard, as
applicable); provided that, with respect to any Alternate Currency Loan, “Local Time” shall mean the local time of the applicable Lending Office. 

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

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

“Margin Stock” shall have the meaning assigned to such term in Regulation U. 

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

“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of the Borrower
or any Subsidiary in an aggregate principal amount exceeding $84,000,000; provided that in no event shall any Permitted Securitization Financing be considered Material Indebtedness. 

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

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

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

“Merger” shall have the meaning assigned to such term in the definition of “Merger Agreement.” 

“Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of February 14, 2016, by and among the
Target, the Borrower, Merger Sub, Prime Security Services Parent, 

  
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Inc., a Delaware corporation, and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership, pursuant to which Merger Sub merged with and into the Target, with the Target
surviving as an indirect wholly owned subsidiary of the Borrower (the “Merger”). 
 “Merger Sub” shall
mean Prime Security One MS, Inc., a Delaware corporation. 
 “Minimum L/C Collateral Amount” shall mean, at any time, in
connection with any Letter of Credit, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Revolving L/C Exposure with respect to such Letter of Credit at such time and
(ii) otherwise, an amount sufficient to provide credit support with respect to such Revolving L/C Exposure as determined by the Administrative Agent and the Issuing Banks in their sole discretion. 

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

“Mortgaged Properties” shall mean the Material Real Properties owned in fee by the Borrower or any Subsidiary Loan Party that
are identified as such on Schedule 1.01(E) (the “Closing Date Mortgaged Properties”), except to the extent otherwise identified and deemed Excluded Property, and each additional Material Real Property encumbered by a Mortgage
pursuant to Section 5.10. 
 “Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds
to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, each substantially in the form of Exhibit E (with such changes as are
reasonably consented to by the Collateral Agent to account for local law matters) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrower, in each case, as amended, supplemented or otherwise modified from time to
time. 
 “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the
Borrower, Holdings or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within
any of the preceding six plan years made or accrued an obligation to make contributions. 
 “Net First Lien Leverage Ratio”
shall mean on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently
ended as of such date (other than Excluded Transaction Debt and other than Loan Obligations secured only by Junior Liens), (y) the aggregate principal amount of any other Consolidated Debt of the Borrower and its Subsidiaries as of the last day
of such Test Period that is then secured by Liens that are Other First Liens (other than Excluded Transaction Debt) and (z) Indebtedness of the type described in clause (e) of the definition of “Indebtedness” less
(ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis
in accordance with GAAP; provided, that the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends. 
 “Net Proceeds” shall mean: 

(a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary Loan Party (including any cash payments
received by way of deferred payment of principal 

  
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pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when
received) from any Asset Sale under Section 6.05(g), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed
or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan
Documents and the Second Lien Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable (in the good faith determination of
the Borrower) as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) or
(ii) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such
Asset Sale occurring on the date of such reduction); provided, that, if Holdings or the Borrower shall deliver a certificate of a Responsible Officer of Holdings or the Borrower to the Administrative Agent promptly following receipt of any
such proceeds setting forth Holdings’ or the Borrower’s intention to use any portion of such proceeds, within 12 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of
the Borrower and the Subsidiaries or to make Permitted Business Acquisitions and other Investments permitted hereunder (excluding Permitted Investments or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing
incurred on or after the date on which the Asset Sale giving rise to such proceeds was contractually committed, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or
contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12 month period are contractually committed to be used, then such remaining portion if
not so used within six months following the end of such 12 month period shall constitute Net Proceeds as of such date without giving effect to this proviso); provided, further, that (x) no net cash proceeds calculated in
accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed $24,000,000 (and thereafter only net cash proceeds in excess of such amount
shall constitute Net Proceeds) and (y) no net cash proceeds calculated in accordance with the foregoing shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such net cash proceeds otherwise constituting Net
Proceeds pursuant to the foregoing clause (x) in such fiscal year shall exceed $84,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds); and 

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

“Net Secured Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without duplication,
(x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date (other than Excluded Transaction Debt), (y) the aggregate
principal amount of any other Consolidated Debt of the Borrower and its Subsidiaries as of the last day of such Test Period that is then secured by Liens 

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

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

“New Project” shall mean (x) each branch which is either a new branch or an expansion, relocation, remodeling or
substantial modernization of an existing branch owned by the Borrower or the Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit to the extent such business unit
commences operations or each expansion (in one or a series of related transactions) of business into a new market. 
 “Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c). 

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Note” shall have the meaning assigned to such term in Section 2.09(e). 

“Obligations” shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any Secured Cash
Management Agreement and (c) obligations in respect of any Secured Hedge Agreement. 
 “OFAC” shall have the meaning
provided in Section 3.25(b). 
 “Original Closing Date” shall have the meaning assigned to such term in the recitals
of this Agreement. 
 “Original Credit Agreement” shall have the meaning assigned to such term in the recitals of this
Agreement. 
 “Other First Lien Debt” shall mean obligations secured by Other First Liens. 

“Other First Liens” shall mean Liens other than Liens that rank junior in right of security to the Term B-1 Loans; provided that to the extent any Other First Lien Debt is secured by a Lien on the Collateral, such Other First Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement. 

  
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 “Other Revolving Facility Commitments” shall mean Incremental Revolving Facility
Commitments to make Other Revolving Loans. 
 “Other Revolving Loans” shall have the meaning assigned to such term in
Section 2.21(a). 
 “Other Taxes” shall mean any and all present or future stamp or documentary Taxes or any other
excise, transfer, sales, property, intangible, mortgage recording or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation or
administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents (but excluding any Excluded Taxes). 

“Other Term Loans” shall have the meaning assigned to such term in Section 2.21(a) (including in the form of Extended
Term Loans or Refinancing Term Loans, as applicable). 
 “Parent Entity” shall mean any direct or indirect parent of the
Borrower. 
 “Pari Term Loans” shall have the meaning assigned to such term in Section 6.02. 

“Pari Yield Differential” shall have the meaning assigned to such term in Section 6.02. 

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

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

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

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. 

“Perfection Certificate” shall mean the Perfection Certificate with respect to the Borrower and the other Loan Parties in a
form reasonably satisfactory to the Administrative Agent, as the same may be supplemented from time to time to the extent required by Section 5.04(f). 

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or
substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person
(or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or
(i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower,
the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be
consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such
acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by
Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into 

  
 45 








 
the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and
investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition,
shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets
or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would
not exceed 2.10 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation). 

“Permitted Cure Securities” shall mean any equity securities of the Borrower, Holdings or any Parent Entity issued pursuant
to the Cure Right other than Disqualified Stock. 
 “Permitted Holder Group” shall have the meaning assigned to such term
in the definition of “Permitted Holders.” 
 “Permitted Holders” shall mean (i) the Sponsors, (ii) the
Management Group, (iii) any person that has no material assets other than the Equity Interests of the Borrower, Holdings or any Parent Entity and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted
basis of the voting Equity Interests of the Borrower, and of which no other person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange
Act as in effect on the Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii) and this clause (iii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage
beneficially owned by the Permitted Holders specified in clauses (i) and (ii) and this clause (iii)) on a fully diluted basis of the voting Equity Interests thereof and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i), (ii)
and (iii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of the Borrower (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has
voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no person or other “group” (other than the other Permitted Holders specified in clauses (i), (ii) and (iii)) beneficially
owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the
Permitted Holder Group. 
 “Permitted Investments” shall mean: 

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

(b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America
having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities Act)); 

  
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 (c) repurchase obligations with a term of not more than 180 days for underlying
securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; 

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an
Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or
higher) according to Moody’s, or A 1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 

(e) securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State,
commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s (or such similar equivalent rating or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 
 (f) shares of mutual funds
whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; 

(g) money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940,
(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; 

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

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency
comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any
business conducted by any Subsidiary organized in such jurisdiction. 
 “Permitted Junior Intercreditor Agreement” shall
mean, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans) (including, for the avoidance of doubt, junior Liens pursuant to Section 2.21(b)(ii) and (v)), either (as the Borrower shall elect) (x) the First Lien/Second Lien Intercreditor Agreement if such
Liens secure “Second Lien Obligations” (as defined therein), (y) another intercreditor agreement not materially less favorable to the Lenders
vis-à-vis such junior Liens than the First Lien/Second Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another
intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a junior basis at the time such intercreditor agreement is proposed to be established in light of the type of
Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment. 

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02. 

“Permitted Loan Purchase” shall have the meaning assigned to such term in Section 9.04(i). 

  
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 “Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment and
acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as
shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed). 

“Permitted Pari Passu Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be
pari passu with the Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans), either (as the Borrower shall elect)
(x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such
pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for
the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the
exercise of reasonable judgment. 
 “Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted
Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness
so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and
letters of credit undrawn thereunder), (b) except with respect to Section 6.01(i), (i) the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the
Indebtedness being Refinanced and (y) the Latest Maturity Date in effect at the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of
(i) the Weighted Average Life to Maturity of the Indebtedness being Refinanced and (ii) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding with the greatest remaining Weighted Average Life to Maturity,
(c) if the Indebtedness being Refinanced is subordinated in right of payment to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations on terms in
the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been)
obligated with respect to the Indebtedness being so Refinanced (except that a Loan Party may be added as an additional obligor) and (e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and
ratably with, or junior to the Liens on such Collateral securing the Loan Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by such Collateral (including any Collateral pursuant to after-acquired property
clauses to the extent any such Collateral secured (or would have secured) the Indebtedness being Refinanced) on terms in the aggregate that are substantially similar to, or not materially less favorable to the Secured Parties than, the
Indebtedness being refinanced or on terms otherwise permitted by Section 6.02. 
 “Permitted Securitization Documents”
shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing. 

“Permitted Securitization Financing” shall mean one or more transactions pursuant to which (i) Securitization
Assets or interests therein are sold to or financed by one or more Special Purpose 

  
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Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof,
by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose
Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable
jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special
Purpose Securitization Subsidiary)). 
 “person” shall mean any natural person, corporation, business trust, joint venture,
association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is (i) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, the Borrower, any
Subsidiary or any ERISA Affiliate, and (iii) in respect of which Holdings, the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA. 
 “Platform” shall have the meaning assigned to such term in
Section 9.17(a). 
 “Pledged Collateral” shall have the meaning assigned to such term in the Collateral Agreement.

 “Preferred Securities Contribution” shall mean the Preferred Securities Contribution (as defined in the First
Incremental Assumption and Amendment Agreement). 
 “Previously Absent Financial Maintenance Covenant” shall have the
meaning assigned to such term in Section 2.21(b)(x). 
 “Pricing Grid” shall mean, with respect to the Initial
Revolving Loans, 2016 Revolving Loans, Initial Revolving Facility Commitments and 2016 Revolving Facility Commitments, the table set forth below: 
  

									
	 Pricing Grid for Initial
Revolving Loans and 2016 Revolving Loans
	 
			
	 Net First Lien Leverage Ratio
	  	Applicable Margin for
ABR Loans	 	 	Applicable Margin for
Eurocurrency Loans	 
	 Greater than 1.35 to 1.00
	  	 	3.50	% 	 	 	4.50	% 
	 Less than or equal to 1.35 to 1.00
	  	 	3.25	% 	 	 	4.25	% 


  
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 Pricing Grid for Initial Revolving Facility Commitments and 2016 Revolving
Facility Commitments 
  

					
	 Net First Lien Leverage Ratio
	  	Applicable Commitment Fee	 
	 Greater than 1.35 to 1.00
	  	 	0.50	% 
	 Less than or equal to 1.35 to 1.00
	  	 	0.375	% 

 For the purposes of the Pricing Grid, changes in the Applicable Margin and Applicable Commitment Fee resulting
from changes in the Net First Lien Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements and certificate required by
Section 5.04(c)(x)(iii) are delivered to the Administrative Agent pursuant to Section 5.04 for each fiscal quarter beginning with the first full fiscal quarter of the Borrower ended after the Closing Date, and shall remain in effect until
the next change to be effected pursuant to this paragraph. If any financial statements or the certificate referred to in the preceding sentence are not delivered within the time periods specified in Section 5.04, then, at the option of the
Administrative Agent or the Required Lenders, until the date that is three Business Days after the date on which such financial statements or such certificate, as applicable, are delivered, the pricing level that is one pricing level higher than the
pricing level theretofore in effect shall apply as of the first Business Day after the date on which such financial statements or such certificate, as applicable, were to have been delivered but were not delivered. Each determination of the Net
First Lien Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.11. 

“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.” 

“Prime Rate” shall mean the rate of interest 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). 

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement
of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the
first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) pro forma effect shall be given to any Disposition, any acquisition, Investment, capital
expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the 2015 Transactions and the ADT Transactions) (or any similar transaction or transactions not otherwise permitted
under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted
Subsidiary and any Subsidiary Redesignation, New Project, and any restructurings of the business of the Borrower or any of its Subsidiaries that the Borrower or any of the Subsidiaries has determined to make and/or made and are expected to have a
continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, 

  
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which adjustments the Borrower determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in
connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11),
occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness
issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving
Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Securitization Financing, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in
the case of determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is
consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being
given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually
in effect during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commences operations and records not less than one full fiscal quarter’s operations during the Reference Period, the
operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Borrower in good faith, and (iii) (A) for any Subsidiary Redesignation then
being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being
designated, collectively, and (B) for any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the
relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively. 

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

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a
Responsible Officer of the Borrower and may include adjustments to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from any relevant pro forma event (including,
to the extent applicable, the 2015 Transactions and the ADT Transactions) and (2) all adjustments of the type used in connection with the calculation of “Adjusted EBITDA” as set forth in the Information Memorandum to the extent such
adjustments, without duplication, continue to be applicable to such Reference Period; provided that for all purposes of determining EBITDA hereunder, (i) adjustments for operating expense reductions and other operating improvements,
synergies or cost savings shall not be more than 20% of EBITDA for the most recently ended four fiscal quarter period (calculated prior to giving effect to such capped adjustments (but, for the avoidance of doubt, after giving effect to other
uncapped pro forma adjustments)) and (ii) actions resulting in operating expense reductions and other operating improvements, synergies or cost savings are, in each case, required to be taken or commenced or expected to be taken or commenced
(in 

  
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the good faith determination of the Borrower) within 18 months after the date any such calculation is performed, except in the case of any adjustments of the type and in connection with the
determination of “Adjusted EBITDA” as set forth in the Information Memorandum, including any operating expense reductions and other improvements, synergies or cost savings resulting from the ADT Transactions. The Borrower shall deliver to
the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth such operating expense reductions, other operating improvements or synergies and adjustments pursuant to clause (2) above, and information and
calculations supporting them in reasonable detail. 
 For purposes of this definition, any amount in a currency other than Dollars will be
converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

 “Pro Forma Compliance” shall mean, at any date of determination, that the Borrower and its Subsidiaries shall be in
compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with the Financial Covenant recomputed as at the
last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04 have been delivered. For the avoidance of doubt, Pro Forma Compliance
shall be tested without regard to whether or not the Financial Covenant was or was required to be tested on the applicable quarter-end date. 

“Pro Rata Extension Offers” shall have the meaning assigned to such term in Section 2.21(e). 

“Pro Rata Share” shall have the meaning assigned to such term in Section 9.08(f). 

“Projections” shall mean the projections of the Borrower and the Subsidiaries included in the Information Memorandum and any
other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of the Borrower or any of the Subsidiaries prior to the
Closing Date. 
 “Protection One” shall mean Protection One, Inc., a Delaware corporation. 

“Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held
by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees. 

“Public Lender” shall have the meaning assigned to such term in Section 9.17(b). 

“Qualified Equity Interests” shall mean any Equity Interest other than Disqualified Stock. 

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of the Borrower, Holdings or any Parent
Entity which generates (individually or in the aggregate together with any prior underwritten public offering) gross cash proceeds of at least $70,000,000. 

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

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

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

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

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

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

“Refinancing Notes” shall mean any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party
(whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to
permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted
value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and
expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so
replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable;
(e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the
Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or
event of loss and customary acceleration rights after an event of default); (f) the other terms 

  
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of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar
to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods
after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent
required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted
Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable. 
 “Refinancing Term
Loans” shall have the meaning assigned to such term in Section 2.21(j). 
 “Register” shall have the meaning
assigned to such term in Section 9.04(b)(iv). 
 “Regulation T” shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation U” shall mean Regulation
U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

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

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

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment. 
 “Replacement
Revolving Facilities” shall have the meaning assigned to such term in Section 2.21(l). 
 “Replacement Revolving
Facility Commitments” shall have the meaning assigned to such term in Section 2.21(l). 
 “Replacement Revolving
Facility Effective Date” shall have the meaning assigned to such term in Section 2.21(l). 
 “Replacement Revolving
Loans” shall have the meaning assigned to such term in Section 2.21(l). 

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

“Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding,
(b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) all Revolving
L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided, that (i) the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any
Defaulting Lender shall be disregarded in determining Required Lenders at any time and (ii) the portion of any Term Loans held by Debt Fund Affiliate Lenders in the aggregate in excess of 49.9% of the Required Amount of Loans shall be
disregarded in determining Required Lenders at any time. For purposes of the foregoing, “Required Amount of Loans” shall mean, at any time, the amount of Loans required to be held by Lenders in order for such Lenders to constitute
“Required Lenders” (without giving effect to the foregoing clause (ii)). 
 “Required Percentage” shall
mean, with respect to an Applicable Period, 50%; provided, that (a) if the Net First Lien Leverage Ratio as at the end of the Applicable Period is less than or equal to 1.85 to 1.00, such percentage shall be 25% and (b) if the Net
First Lien Leverage Ratio as at the end of the Applicable Period is less than or equal to 1.35 to 1.00, such percentage shall be 0%. 

“Required Prepayment Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaid principal amount
of the Term Loans at such time (subject to the last paragraph of Section 9.08(b)). 
 “Required Revolving Facility
Lenders” shall mean, at any time, Revolving Facility Lenders having (a) Revolving Facility Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused
Commitments that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total
Available Unused Commitments at such time; provided, that the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required
Revolving Facility Lenders at any time. 
 “Requirement of Law” shall mean, as to any person, any law, treaty, rule,
regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case
applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject. 

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

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

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

“Revaluation Date” shall mean (a) with respect to any Alternate Currency Letter of Credit, each of the following:
(i) each date of issuance, extension or renewal of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any Alternate Currency Letter of Credit having the effect of increasing the amount thereof, (iii) each date
of any payment by the applicable Issuing Bank under such Alternate Currency Letter of Credit, and (iv) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require and
(b) with respect to any Alternate Currency Loans, each of the following: (i) each date of a Borrowing of Eurocurrency Revolving Loans denominated in an Alternate Currency, (ii) each date of a continuation of a Eurocurrency Revolving
Loan denominated in an Alternate Currency pursuant to Section 2.07, and (iii) such additional dates as the Administrative Agent shall determine or the Majority Lenders under the Revolving Facility shall require. 

“Revolving Facility” shall mean the Revolving Facility Commitments of any Class and the extensions of credit made
hereunder by the Revolving Facility Lenders of such Class and, for purposes of Section 9.08(b), shall refer to all such Revolving Facility Commitments as a single Class. 

“Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same Class. 

“Revolving Facility Commitment” shall mean any Initial Revolving Facility Commitment, 2016 Revolving Facility Commitment or
Incremental Revolving Facility Commitment. As of the Closing Date, there are two Classes of Revolving Facility Commitments (the Initial Revolving Facility Commitments and the 2016 Revolving Facility Commitments). After the Closing Date, additional
Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements. 
 “Revolving
Facility Credit Exposure” shall mean, at any time with respect to any Class of Revolving Facility Commitments, the sum of (a) the aggregate principal amount of the Revolving Facility Loans of such
Class outstanding at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof), (b) the Swingline Exposure and (c) the Revolving L/C Exposure applicable to such Class at such time
minus, for the purpose of Sections 6.11 and 7.03, the amount of Letters of Credit that have been Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount at such time. The Revolving Facility Credit Exposure of any
Revolving Facility Lender at any time shall be the product of (x) such Revolving Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such
Class of all Revolving Facility Lenders, collectively, at such time. 
 “Revolving Facility Lender” shall mean a
Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans. 

  
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 “Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender
pursuant to Section 2.01(b). Unless the context otherwise requires, the term “Revolving Facility Loans” shall include the Other Revolving Loans. 

“Revolving Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial
Revolving Facility Commitment, the Initial Revolving Facility Maturity Date, (b) with respect to the 2016 Revolving Facility Commitment, the 2016 Revolving Facility Maturity Date and (c) with respect to any other Classes of Revolving
Facility Commitments, the maturity dates specified therefor in the applicable Incremental Assumption Agreement. 
 “Revolving
Facility Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of
such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently
in effect, giving effect to any assignments pursuant to Section 9.04. 
 “Revolving Facility Termination Event” shall
have the meaning ascribed thereto in Section 2.05(k). 
 “Revolving L/C Exposure” of any Class shall mean at any
time the sum of (a) the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent
thereof) and (b) the aggregate principal amount of all L/C Disbursements applicable to such Class that have not yet been reimbursed at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar
Equivalent thereof). The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such
time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices,
International Chamber of Commerce No. 590, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time. 
 “S&P” shall mean Standard & Poor’s Ratings Group, Inc. 

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03. 

“SEC” shall mean the Securities and Exchange Commission or any successor thereto. 

“Second Amended and Restated Credit Agreement” shall have the meaning assigned to such term in the recitals of this
Agreement. 
 “Second Incremental Assumption and Amendment Agreement” shall mean the Incremental Assumption and Amendment
Agreement No. 2 dated as of the Second Incremental Assumption and Amendment Agreement Effective Date by and among Holdings, the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party thereto and the Administrative Agent. 

  
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 “Second Incremental Assumption and Amendment Agreement Effective Date” shall
have the meaning assigned to such term in the recitals of this Agreement. 
 “Second Lien Credit Agreement” shall mean the
Second Lien Credit Agreement, dated as of the Original Closing Date, among Holdings, the Borrower, as borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as such document may be amended, renewed,
restated, supplemented or otherwise modified from time to time. 
 “Second Lien Incremental Facilities” shall mean
“Incremental Term Loans” as defined in the Second Lien Credit Agreement. 
 “Second Lien Loan Documents” shall
mean the Second Lien Credit Agreement and the other “Loan Documents” under and as defined in the Second Lien Credit Agreement, as each such document may be amended, renewed, restated, supplemented or otherwise modified from time to time.

 “Second Priority Senior Secured Notes” shall mean the $3,140,000,000 in aggregate principal amount of the 9.250% Second
Priority Senior Secured Notes due 2023 issued pursuant to the Second Priority Senior Secured Notes Indenture. 
 “Second Priority
Senior Secured Notes Documents” shall mean the Second Priority Senior Secured Notes, the Second Priority Senior Secured Notes Indenture, the “Second Lien Intercreditor Agreement” (as defined in the Second Priority Senior Secured
Notes Indenture), the “First Lien/Second Lien Intercreditor Agreement” (as defined in the Second Priority Senior Secured Notes Indenture) and the “Security Documents” (as defined in the Second Priority Senior Secured Notes
Indenture), as each such document may be amended, restated, supplemented or otherwise modified from time to time. 
 “Second
Priority Senior Secured Notes Indenture” shall mean the Indenture, dated as of the Closing Date, among the Borrower, as co-issuer, Prime Finance Inc., as
co-issuer, the subsidiary guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee, as such document may be amended, restated, supplemented or otherwise modified from
time to time. 
 “Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and
between any Loan Party and any Cash Management Bank, or any Guarantee by any Loan Party of any Cash Management Agreement entered into by and between any Subsidiary and any Cash Management Bank, in each case to the extent that such Cash Management
Agreement or such Guarantee, as applicable, is not otherwise designated in writing by the Borrower and such Cash Management Bank to the Administrative Agent to not be included as a Secured Cash Management Agreement. 

“Secured Hedge Agreement” shall mean any Hedging Agreement that is entered into by and between any Loan Party and any Hedge
Bank, or any Guarantee by any Loan Party of any Hedging Agreement entered into by and between any Subsidiary and any Hedge Bank, in each case to the extent that such Hedging Agreement or such Guarantee, as applicable, is not otherwise designated in
writing by the Borrower and such Hedge Bank to the Administrative Agent to not be included as a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure, any
obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.  

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank,
each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 8.02 by the
Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document. 

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

“Securitization Assets” shall mean any of the following assets (or interests therein) from time to time originated, acquired
or otherwise owned by the Borrower or any Subsidiary or in which the Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (a) Receivables Assets, (b) franchise
fee payments and other revenues related to franchise agreements, (c) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services, (d) revenues
related to distribution and merchandising of the products of the Borrower and its Subsidiaries, (e) rents, real estate taxes and other non-royalty amounts due from franchisees, (f) intellectual
property rights relating to the generation of any of the foregoing types of assets, (g) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures
and equipment, incidental to the ownership, lease or operation thereof, and (h) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined
by the Borrower in good faith). 
 “Security Documents” shall mean the Mortgages, the Collateral Agreement, the Holdings
Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement, the IP Security Agreements (as defined in the Collateral Agreement), and each of the security agreements, pledge agreements and other instruments and documents executed and
delivered pursuant to any of the foregoing or pursuant to Section 5.10. 
 “Similar Business” shall mean any business,
the majority of whose revenues are derived from (i) business or activities conducted by the Borrower and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion
of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable
diversification of businesses conducted by the Borrower and its Subsidiaries. 
 “Special Dividend” shall have the meaning
assigned to such term in the Fourth Amended and Restated Credit Agreement. 
 “Special Flood Hazard Area” shall have the
meaning assigned to such term in Section 5.02(c). 
 “Special Purpose Securitization Subsidiary” shall mean (i) a
direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in
good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event
Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary. 

“Sponsors” shall mean (i) one or more investment funds affiliated with Apollo Global Management, LLC and any of their
respective Affiliates other than any portfolio companies (collectively, the “Apollo Sponsors”) and (ii) any Person that forms a “group” (within the meaning of Rules 13d-3 and


  
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13d-5 under the Exchange Act, or any successor provision) with the Apollo Sponsors; provided that any Apollo Sponsor (x) owns a majority of the
voting power and (y) controls a majority of the Board of Directors of the Borrower. 
 “Spot Rate” shall mean, with
respect to any currency, the rate determined by the Administrative Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency
with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Local Time on the date three Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be
computed as of such date such other date as the Administrative Agent or such Issuing Bank shall reasonably determine is appropriate under the circumstances; provided, that the Administrative Agent or such Issuing Bank may obtain such spot
rate from another financial institution designated by the Administrative Agent or such Issuing Bank if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. 

“Standby Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a). 

“Statutory Reserves” shall mean the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or
holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage. 
 “Subagent” shall have the meaning assigned to such term in Section 8.02. 

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

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

  
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 “Subsidiary Redesignation” shall have the meaning provided in the definition of
“Unrestricted Subsidiary” contained in this Section 1.01. 
 “Successor Borrower” shall have the meaning
assigned to such term in Section 6.05(n). 
 “Successor First Lien Agent Agreement” shall mean that certain Successor
First Lien Agent Agreement dated as of March 31, 2016 as may be amended, restated, supplemented or otherwise modified from time to time, among the Borrower, Holdings, the Subsidiary Loan Parties party thereto, the Administrative Agent, Credit
Suisse AG, Cayman Islands Branch, and the Lenders party thereto. 
 “Swap Obligation” shall mean, with respect to any
Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans. 

“Swingline Borrowing Request” shall mean a request by the Borrower substantially in the form of Exhibit C-2 or such other form as shall be approved by the Swingline Lender. 
 “Swingline
Commitment” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The aggregate amount of the Swingline Commitments with respect to the 2016
Revolving Facility Commitments as of the Closing Date is $100,000,000. The Swingline Commitment is part of, and not in addition to, the 2016 Revolving Facility Commitments. 

“Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such
time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof). The Swingline Exposure of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate
Swingline Exposure at such time. 
 “Swingline Lender” shall mean (a) the Administrative Agent, in its capacity as a
lender of Swingline Loans, and (b) each Revolving Facility Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d), each in its capacity as a lender of Swingline Loans hereunder. 

“Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04. 

“Syndication Agents” shall mean, collectively, Barclays Bank PLC, Deutsche Bank Securities Inc., Royal Bank of Canada,
Citigroup Global Markets Inc. and Apollo Global Securities, LLC. 
 “Target” shall mean The ADT Corporation, a Delaware
corporation. 
 “Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions,
withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing. 

“Tender Offer” shall have the meaning assigned to the term “Debt Offer” in the Merger Agreement. 

  
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 “Term B-1 Facility Maturity Date” shall
mean May 2, 2022. 
 “Term B-1 Loan Installment Date” shall have the meaning
assigned to such term in Section 2.10(a)(i). 
 “Term B-1 Loans” shall mean
(a) the 2017 Refinancing Term B-1 Loans (as defined in the Fifth Amendment Agreement) made by the Lenders to the Borrower on the Fifth Amendment Agreement Effective Date pursuant to the Fifth Amendment
Agreement and (b) any Incremental Term Loans in the form of Term B-1 Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(c). 

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

“Term Facility” shall mean the Term Loans of any Class. 

“Term Facility Commitment” shall mean the commitment of a Lender to make Term Loans, including Term B-1 Loans and/or Other Term Loans. 
 “Term Facility Maturity Date” shall mean, as the
context may require, (a) with respect to the Term B-1 Loans, the Term B-1 Facility Maturity Date and (b) with respect to any other Class of Term Loans,
the maturity dates specified therefor in the applicable Incremental Assumption Agreement. 
 “Term Loan Installment Date”
shall mean any Term B-1 Loan Installment Date or Incremental Term Loan Installment Date. 

“Term Loans” shall mean the Term B-1 Loans and/or Incremental Term Loans. 

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

“Termination Date” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due) and
(c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full. 

“Testing Condition” shall be satisfied at any time if as of such time (i) the sum of without duplication (x) the
aggregate principal amount of outstanding Revolving Facility Loans and Swingline Loans at such time and (y) the aggregate stated amount of drawn Letters of Credit and undrawn Letters of Credit (other than those that have been Cash
Collateralized in accordance with Section 2.05(j)) outstanding at such time less $75,000,000 (but no less than $0), in each case, calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof, exceeds (ii) an
amount equal to 30% of the aggregate amount of the Revolving Facility Commitments at such time. 
 “Test Period” shall
mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to
Section 5.04(a) or 5.04(b); provided that prior to the first date financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Test Period in effect shall be the four fiscal quarter period ending
March 31, 2016. 

  
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 “Third Amended and Restated Credit Agreement” shall have the meaning assigned to
such term in the recitals of this Agreement. 
 “Third Amendment Agreement” shall mean the Amendment Agreement No. 3
dated as of the Third Amendment Agreement Effective Date by and among Holdings, the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party thereto and the Administrative Agent. 

“Third Amendment Agreement Effective Date” shall have the meaning assigned to such term in the recitals of this Agreement.

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

“Trade Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a). 

“Transaction Documents” shall mean the Merger Agreement, the Loan Documents and the Second Priority Senior Secured Notes
Documents. 
 “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Borrower or any of its
Subsidiaries or any of their Affiliates in connection with the ADT Transactions, the Transaction Documents and the transactions contemplated hereby and thereby. 

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

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

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.05(e). 

“Unrestricted Cash” shall mean cash or Permitted Investments of the Borrower or any of its Subsidiaries that would not appear
as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries. 
 “Unrestricted
Subsidiary” shall mean (1) any Subsidiary of the Borrower identified on Schedule 1.01(D), (2) any other Subsidiary of the Borrower, whether now owned or acquired or created after the Closing Date, that is designated by the
Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no
Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in Pro Forma Compliance with the Financial Covenant as of the last day of the
then most recently ended Test Period, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04,
and any prior or concurrent Investments in such Subsidiary by the Borrower or any of its Subsidiaries shall be deemed to have been made under Section 6.04 and 

  
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(d) without duplication of clause (c), any net assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to
Section 6.04; and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”);
provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall be in Pro Forma Compliance with
the Financial Covenant as of the last day of the then most recently ended Test Period and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower,
certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) and (ii). 

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

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)). 
 “Voting
Stock” shall mean, with respect to any person, such person’s Equity Interests having the right to vote for the election of directors of such person under ordinary circumstances. 

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect
thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of
such Indebtedness. 
 “Wholly Owned Domestic Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Domestic
Subsidiary. 
 “Wholly Owned Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests
of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person. Unless the context otherwise requires,
“Wholly Owned Subsidiary” shall mean a Subsidiary of the Borrower that is a Wholly Owned Subsidiary of the Borrower. 

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Working Capital” shall
mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for
purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of
assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting. 

  
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 “Write-Down and Conversion Powers” shall mean, 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. 
 Section 1.02
Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits
and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this
Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing
Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries, or of a special purpose or other entity not consolidated
with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date)
shall not constitute Indebtedness or a Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP. Notwithstanding any other provision contained herein, all
terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 805, 810 or
825 (or any other part of FASB Accounting Standards Codification having a similar result or effect), to value any Indebtedness at “fair value.” 

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

Section 1.04 Exchange Rates; Currency Equivalents. (a) The Administrative Agent shall determine the Spot Rate as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit and Alternate Currency Loans. Such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in
converting any amounts between the Dollars and each Alternate Currency until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial ratios hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent in accordance with this Agreement. No Default
or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI or clause (f) or (j) of Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those
rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. 

  
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 (b) Wherever in this Agreement in connection with a Borrowing, conversion,
continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or Letter of
Credit is denominated in an Alternate Currency, such amount shall be the Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent or the applicable Issuing Bank, as applicable. 
 Section 1.05 Additional Alternate Currencies for Loans.

 (a) The Borrower may from time to time request that Eurocurrency Revolving Loans be made in a currency other than Dollars;
provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent.
Notwithstanding the foregoing, the Borrower may only request ABR Loans to be made in Dollars. 
 (b) Any such request shall
be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). The Administrative Agent
shall promptly notify each Revolving Facility Lender thereof. Each Revolving Facility Lender shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business Days after receipt of such request whether it consents, in its sole
discretion, to the making of Eurocurrency Revolving Loans in such requested currency. 
 (c) Any failure by a Revolving
Facility Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Facility Lender to permit Eurocurrency Revolving Loans to be made in such requested currency. If
the Administrative Agent and all the Revolving Facility Lenders consent to making Eurocurrency Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all
purposes to be an Alternate Currency hereunder for purposes of any Borrowings of Eurocurrency Revolving Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the
Administrative Agent shall promptly so notify the Borrower. 
 Section 1.06 Change of Currency. 

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

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

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

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

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

The Credits 

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

(a) on the Fifth Amendment Agreement Effective Date, certain Lenders made Term B-1
Loans in Dollars to the Borrower in an aggregate principal amount equal to $3,553,694,684.53. 
 (b) each Lender agrees to
make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in
(i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the
total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, 

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

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

(e) amounts borrowed under Section 2.01(a) or (c) that are repaid or prepaid may not be reborrowed. 

Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same
Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments); provided,
however, that 

  
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Revolving Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective Revolving Facility Percentages on the
date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required. 
 (b) Subject to Section 2.14, each
Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may make
any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise.

 (c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be
in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided, that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving Facility
Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (i) five
(with an additional two for each new Class, up to a maximum of 10) Eurocurrency Borrowings outstanding under all Term Facilities at any time and (ii) five (with an additional two for each new Class, up to a maximum of 10) Eurocurrency
Borrowings outstanding under all Revolving Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. 

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

Section 2.03 Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify
the Administrative Agent of such request in writing (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by
Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such written Borrowing Request shall specify the following information in
compliance with Section 2.02: 
 (i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans,
Refinancing Term Loans, Other Term Loans, Other Revolving Loans or Replacement Revolving Loans, as applicable; provided that any Borrowing of Revolving Facility 

  
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Loans (other than Swingline Loans) after the Closing Date shall be allocated among the Initial Revolving Loans and 2016 Revolving Loans on a pro rata basis based on the then-outstanding amount of
Revolving Facility Commitments of such Classes; 
 (ii) the aggregate amount of the requested Borrowing; 

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

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

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; 
 (vi) in the case of a Eurocurrency Revolving
Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternate Currency); and 

(vii) the location and number of the Borrower’s account to which funds are to be disbursed. 

If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of
one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing. 
 Section 2.04 Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) exceeding the Swingline Commitment or (ii) the Revolving Facility Credit Exposure of the applicable Class (excluding, for
the avoidance of doubt, the Initial Revolving Loans) exceeding the total Revolving Facility Commitments of such Class; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline
Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. 

(b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lender of such
request in writing, not later than 12:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing
(which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. The Swingline Lender shall consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this
Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds to the account of the Borrower (or, in the case of
a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). 

  
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 (c) The Swingline Lender may by written notice given to the Administrative Agent
not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Facility Lenders of the applicable Class (excluding, for the avoidance of doubt, the Initial Revolving Loans) to acquire participations on such Business Day in all or a
portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or
Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and
Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The
Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to
this paragraph and to the Swingline Lender, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 

(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving
Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility
Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a
lender of Swingline Loans hereunder. 
 Section 2.05 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of one or more letters of credit in Dollars or any Alternate Currency in the form of (x) if agreed to by the applicable Issuing Bank, trade letters of credit in


  
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support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of
Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of
credit, issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (subject to the applicable Issuing Bank’s review and
satisfaction of compliance with all applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to any such Subsidiary) in a form reasonably acceptable to the applicable
Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. 
 (b) Notice of Issuance, Amendment, Renewal, Extension: Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business
Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date
on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the
beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall
be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a
Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate
outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be
obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary,
no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in
effect) applicable to letters of credit. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any
extension thereof, one year (unless otherwise agreed upon by the Borrower and 

  
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the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date;
provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this
paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date
on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that
is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Collateral Agent and the relevant Issuing Bank in an amount
equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. 

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under
such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the aggregate amount
available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s applicable Revolving Facility Percentage of each L/C Disbursement made by
such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (calculated, in the case of any Alternate
Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the
Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case
Section 2.11(g) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the
Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement (or, in the case of an Alternate Currency Letter of Credit, the Dollar Equivalent thereof) not later than 2:00
p.m., Local Time, on the first Business Day after the Borrower receives notice under paragraph (g) of this Section of such L/C Disbursement (or the second Business Day, if such notice is received after 12:00 noon, Local Time), together
with accrued interest thereon from the date of such L/C Disbursement at the rate applicable to ABR Revolving Facility Loans of the applicable Class; provided, that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Facility 

  
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Borrowing of the applicable Class or a Swingline Borrowing, as applicable, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall
be discharged and replaced by the resulting ABR Revolving Facility Borrowing or Swingline Borrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank
and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and, in the case of a Revolving Facility Lender, such
Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender with a Revolving Facility Commitment of the applicable Class shall pay to the Administrative Agent in Dollars its
Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment
from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an
ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement. 

(f) Obligations Absolute. The obligation of the Borrower to reimburse L/C Disbursements as provided in paragraph
(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or
(iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control
of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided, that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are determined by final and
binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The
parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the 

  
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generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement
Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent
and the Borrower by written notice (including by electronic means) of any such demand for payment under a Letter of Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided, that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement. 

(h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse such
L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C
Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class; provided, that, if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, then
Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to
paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment. 

(i) Replacement and Removal of an Issuing Bank. 

(i) An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced
Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for
the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit. 

(ii) An Issuing Bank may be removed at any time by written agreement among the Borrower, the Administrative Agent and the
removed Issuing Bank. At the time any such removal shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. After the removal of an Issuing Bank
hereunder, the removed Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such removal but shall not be
required to issue additional Letters of Credit. 

  
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 (j) Cash Collateralization Following Certain Events. If and when the
Borrower is required to Cash Collateralize any Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Section 2.05(c), 2.11(e), 2.11(f), 2.11(g), 2.22(a)(v) or 7.01, the Borrower shall deposit in an account
with or at the direction of the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to the Revolving L/C Exposure as of such date (or, in the case of Sections 2.05(c),
2.11(e), 2.11(f), 2.11(g) and 2.22(a)(v), the portion thereof required by such sections). Each deposit of Cash Collateral (x) made pursuant to this paragraph or (y) made by the Administrative Agent pursuant to Section 2.22(a)(ii), in
each case, shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Collateral
Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Collateral Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of
the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or
the existence of a Defaulting Lender or the occurrence of a limit under Section 2.11(e) or (f) being exceeded, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all
Events of Default have been cured or waived or the termination of the Defaulting Lender status or the limits under Sections 2.11(e) and (f) no longer being exceeded, as applicable. 

(k) Cash Collateralization Following Termination of the Revolving Facilities. Notwithstanding anything to the contrary
herein, in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments (a “Revolving Facility Termination Event”) in connection with which the Borrower
notifies any one or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such Revolving Facility Termination Event (each, a “Continuing Letter of
Credit”), then the security interest of the Collateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section 9.18 if each such Continuing Letter of Credit is Cash Collateralized in an amount
equal to the Minimum L/C Collateral Amount, which shall be deposited with or at the direction of each such Issuing Bank. 

(l) Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agent designate any
Lender (in addition to the initial Issuing Bank) each of which agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a
counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes. 

  
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 (m) Reporting. Unless otherwise requested by the Administrative Agent,
each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the
Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of
Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), and such Issuing Bank shall be permitted to issue, amend or extend such
Letter of Credit if the Administrative Agent shall not have advised such Issuing Bank that such issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on each Business Day on which such Issuing
Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other information with respect to the outstanding Letters of Credit issued by such Issuing Bank
as the Administrative Agent shall reasonably request. 
 Section 2.06 Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04; provided, further, that, with respect to all Alternate Currency Loans, Lenders shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 8:00 a.m. New York City Time. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower as specified in the applicable Borrowing Request; provided, that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in
Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. 
 (b) Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with clause (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount
with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the
greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the
interest rate applicable to ABR Loans at such time. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount
of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(c) The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving
Facility Loan on behalf of the Lenders 

  
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(including by means of Swingline Loans to the Borrower). In such event, the applicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the
Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. The entire
amount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed
in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account. 

Section 2.07 Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and,
in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in
writing, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest
Election Request shall be irrevocable. 
 (c) Each Interest Election Request shall specify the following information in
compliance with Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 
 If any such
Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If less than all the outstanding principal
amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c)
regarding the maximum number of Borrowings of the relevant Type. 

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

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

Section 2.08 Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments
of each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class. 
 (b) The Borrower may
at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral
multiple of $500,000 and not less than $1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any
Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), the Revolving
Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class. 

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility
Commitments of any Class under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative
Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this
Section 2.08 shall be irrevocable; provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such
Class. 
 Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay
(i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility
Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender 

  
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as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on
the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made;
provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to
repay any Swingline Loans outstanding. 
 (b) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (d)
The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

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

Section 2.10 Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this
Section 2.10 and to Section 9.08(e),
 (i) the Borrower shall repay Term
B-1 Loans incurred on the Fifth Amendment Agreement Effective Date on the last day of each March, June, September and December of each year (commencing on the last day of September 2017) and on the applicable
Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an
aggregate principal amount of such Term B-1 Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the aggregate
principal amount of such Term B-1 Loans outstanding immediately after the Fifth Amendment Agreement Effective Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date,
an amount equal to the then unpaid principal amount of such Term B-1 Loans outstanding; 

(ii) in the event that any Incremental Term Loans are made, the Borrower shall repay such Incremental Term Loans on the dates
and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and 

  
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 (iii) to the extent not previously paid, outstanding Term Loans shall be due and
payable on the applicable Term Facility Maturity Date. 
 (b) To the extent not previously paid, outstanding Revolving
Facility Loans shall be due and payable on the applicable Revolving Facility Maturity Date. 
 (c) Prepayment of the Loans
from: 
 (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be
allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the
remaining scheduled amortization payments under such Classes; and 
 (ii) any optional prepayments of the Term Loans pursuant
to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct. 

(d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate
amount of such prepayment is allocated among the Term B-1 Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term
B-1 Loans and Other Term Loans, if any. Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and
shall notify the Administrative Agent by written notice (including by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such
prepayment (or, in the case of a Swingline Loan, on the scheduled date of such prepayment) and (ii) in the case of a Eurocurrency Borrowing, at least three Business Days before the scheduled date of such prepayment (or, in each case such
shorter period acceptable to the Administrative Agent); provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving
Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit
Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by
accrued interest on the amount repaid to the extent required by Section 2.13(d). 
 Section 2.11 Prepayment of Loans.
(a) The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.12(d) and Section 2.16), in an aggregate principal amount that is an
integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(d). Notwithstanding anything to the contrary herein, any voluntary
prepayment of Term Loans pursuant to this Section 2.11(a) may be allocated among the Term B-1 Loans and Other Term Loans, if any, at the option of the Borrower. 

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

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

(d) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) to the extent that any Net
Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed
by applicable local law from being repatriated to the United States of America, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(b) or
Section 2.11(c) but may be retained by the applicable Foreign Subsidiary so long, 

  
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but only so long, as the applicable local law will not permit repatriation to the United States of America, and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is
permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of
the Term Loans pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided therein and (ii) to the extent that the Borrower has determined in good faith in consultation with the Administrative Agent that repatriation of any
or all of such Net Proceeds or Excess Cash Flow that would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) would have a material adverse tax cost consequence with respect to such Net Proceeds or Excess
Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Subsidiary to promptly use commercially reasonable efforts to take all actions
within the reasonable control of the Borrower that are reasonably required to eliminate such tax effects). 
 (e) In the
event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class (other than as a result of changes in currency exchange rates), the Borrower shall prepay
Revolving Facility Borrowings of such Class or Swingline Borrowings (or, if no such Borrowings are outstanding, provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.05(j)) in an aggregate amount equal
to such excess. 
 (f) In the event that the Revolving L/C Exposure exceeds the Letter of Credit Sublimit (other than as a
result of changes in currency exchange rates), at the request of the Administrative Agent, the Borrower shall provide Cash Collateral pursuant to Section 2.05(j) in an aggregate amount equal to such excess. 

(g) If as a result of changes in currency exchange rates, on any Revaluation Date, (i) the total Revolving Facility Credit
Exposure of any Class exceeds the total Revolving Facility Commitments of such Class or (ii) the Revolving L/C Exposure exceeds the Letter of Credit Sublimit, the Borrower shall, at the request of the Administrative Agent, within 10
days of such Revaluation Date (A) prepay Revolving Facility Borrowings of such Class or Swingline Borrowings or (B) provide Cash Collateral pursuant to Section 2.05(j), in an aggregate amount such that the applicable exposure
does not exceed the applicable commitment sublimit or amount set forth above. 
 Section 2.12 Fees. (a) The Borrower agrees
to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility
Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other
period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be
zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. 

(b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any
Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year and on the 

  
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date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s
Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing
Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility
Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the date that is the last Business Day of March, June, September and December of each year and on the
date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit
to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance,
amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees
and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. 

(c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “First Lien
Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter, as it may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent
Fees”). 
 (d) In the event that, on or prior to the date that is twelve months after the Fifth Amendment Agreement
Effective Date, the Borrower shall (x) make a prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are
broadly syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-1 Loans, or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph),
the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-1 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this
Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or
(ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or
expansion of their combined operations following such consummation, as determined by the Borrower in good faith. 
 (e) All
Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once
paid, none of the Fees shall be refundable under any circumstances. 

  
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 Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including
each Swingline Loan) shall bear interest at the ABR plus the Applicable Margin. 
 (b) The Loans comprising each
Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. 

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as
provided in clause (a) of this Section; provided, that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08. 

(d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan,
(ii) in the case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and (iii) in the case of the Term Loans, on the applicable Term Facility Maturity Date; provided, that (A) interest
accrued pursuant to clause (c) of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in
conjunction with a permanent commitment reduction), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurocurrency Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

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

Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or 
 (b) the Administrative
Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by written notice (including by electronic means) as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any
Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. 

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

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

(ii) subject any Lender to any Tax with respect to any Loan Document (other than (i) Taxes indemnifiable under
Section 2.17 or (ii) Excluded Taxes); or 
 (iii) impose on any Lender or Issuing Bank or the London interbank
market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; 
 and the
result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of
participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender
or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered. 

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital
adequacy or liquidity), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing
Bank’s holding company for any such reduction suffered. 
 (c) A certificate of a Lender or an Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error; provided, that any such certificate claiming amounts described in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and
certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the
Borrower and which are subject to similar provisions. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation
pursuant to this Section 2.15, such Lender or Issuing Bank 

  
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shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such
Lender’s or Issuing Bank’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to
claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of
retroactive effect thereof. 
 Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any
Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow (other than due to the default of the relevant Lender), convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual
amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and
period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

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


  
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payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent for its
own account or for the account of a Lender, as the case may be, or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return
required by applicable Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

(b) The Borrower shall timely pay any Other Taxes. 

(c) The Borrower shall indemnify and hold harmless the Administrative Agent and each Lender within 15 Business Days after
written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender, as applicable, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent (as applicable) on its own behalf or
on behalf of a Lender shall be conclusive absent manifest error. 
 (d) Each Lender shall deliver to the Borrower and the
Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will
permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of
withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan
Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. 
 (e) Without limiting the generality of Section 2.17(d), each Foreign Lender with respect to
any Loan made to the Borrower shall, to the extent it is legally eligible to do so: 
 (i) deliver to the Borrower and the
Administrative Agent, prior to the date on which the first payment to the Foreign Lender is due hereunder, two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or
W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate (substantially in the form of Exhibit H hereto, such certificate, the
“Non-Bank Tax Certificate”) certifying that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent
shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a CFC related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and that the interest payments in question are not
effectively connected with the conduct by such Lender of a trade or business within the United States of America), (B) Internal Revenue Service Form W-8BEN or W-8BEN-E, as 

  
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applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Foreign Lender claiming complete
exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all
necessary attachments (including the forms described in clauses (A) and (B) above, provided that if the Foreign Lender is a partnership, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United
States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

 (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any
applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and
the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. 
 Any
Foreign Lender that becomes legally ineligible to update any form or certification previously delivered shall promptly notify the Borrower and the Administrative Agent in writing of such Foreign Lender’s inability to do so. 

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

(f) If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion, that it has received a refund
of an Indemnified Tax or Other Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is
attributable to such payment made by such Loan Party, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such amount (net of all reasonable
out-of-

  
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pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect
to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses
or any Taxes imposed on the refund) than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been imposed in the first instance; provided that the Loan Party, upon the request of the Lender or the
Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or the Administrative Agent in the event the Lender or the
Administrative Agent is required to repay such refund to such Governmental Authority. In such event, such Lender or the Administrative Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice
of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or the Administrative Agent may delete any information therein that it deems confidential). A
Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. No Lender nor the Administrative Agent shall be
obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party in connection with this clause (f) or any other provision of this Section 2.17. 

(g) If the Borrower determines that a reasonable basis exists for contesting an Indemnified Tax or Other Tax for which a Loan
Party has paid additional amounts or indemnification payments, each affected Lender or Agent, as the case may be, shall use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. The
Borrower shall indemnify and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request made by the
Borrower pursuant to this Section 2.17(g). Nothing in this Section 2.17(g) shall obligate any Lender or Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person. 

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

(i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S.
federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of
this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the Closing Date. 

  
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 (j) The agreements in this Section 2.17 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable under any Loan Document. 
 For purposes of this
Section 2.17, the term “Lender” includes any Issuing Bank and the terms “applicable law” and “applicable Requirement of Law” include FATCA. 

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Unless
otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise)
prior to (x) with respect to all payments made in Dollars, 2:00 p.m., New York City Time, (y) with respect to all payments made in Alternate Currencies (other than Canadian Dollars), 8:00 a.m., New York City Time and (z) with respect
to all payments made in Canadian Dollars, 1:00 p.m., New York City Time, in each case, on the date when due, in immediately available funds. Each such payment shall be made without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the
Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received
by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments made under the Loan Documents shall be made in Dollars (or in
the case of Alternate Currency Loans or Alternate Currency Letters of Credit, in the applicable Alternate Currency). Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such
payment. 
 (b) Subject to Section 7.02, if at any time insufficient funds are received by and available to the
Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C
Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, and (iii) third, towards payment of
principal then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 

(c) If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of, or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements of a given Class or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its 

  
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Term Loans, Revolving Facility Loans and participations in L/C Disbursements of such Class and Swingline Loans and accrued interest thereon than the proportion received by any other Lender
entitled to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements of such Class and
Swingline Loans of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the principal amount of each such Lender’s respective Term Loans, Revolving
Facility Loans and participations in L/C Disbursements of such Class and Swingline Loans and accrued interest thereon; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this clause (c) shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements
to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable
Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. 
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b),
2.05(d) or (e), 2.06 or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 Section 2.19 Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material
respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

  
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 (b) If (i) any Lender requests compensation under Section 2.15 or gives
notice under Section 2.20, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender is a Defaulting Lender, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Bank), to the extent consent would be
required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a
notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a
Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such
assignment the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after
the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment. 
 (c) If any
Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the
consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such
consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the
Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent
(unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks; provided, that:
(a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with
such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and
the replacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 2.12(d)(y), if applicable, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed
amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective
upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall


  
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otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day
after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment. 
 Section 2.20
Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make
or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency
Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender
(with a copy to the Administrative Agent), convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted. 

Section 2.21 Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time,
request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time such Incremental Commitments are established (or, at the option of
the Borrower, at the time of incurrence of the Incremental Loans thereunder) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term
Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of
the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld) unless such Incremental Revolving
Facility Lender is a Revolving Facility Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of
$5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or
Incremental Revolving Facility Commitments are requested to become effective, (iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be (x) commitments to make
additional Revolving Facility Loans on the same terms as the Initial Revolving Loans or 2016 Revolving Loans, as applicable, or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory
prepayments or commitment reductions and/or other terms different from the Initial Revolving Loans and 2016 Revolving Loans (“Other Revolving Loans”) and (iv) in the case of Incremental Term Loan Commitments, whether such
Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to Term B-1 Loans or (y) commitments to make term loans with pricing, maturity, amortization,
participation in mandatory prepayments and/or other terms different from the Term B-1 Loans (“Other Term Loans”). 

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

  
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 (i) any commitments to make additional Term
B-1 Loans, Initial Revolving Loans and/or 2016 Revolving Loans shall have the same terms as the Term B-1 Loans, Initial Revolving Loans or 2016 Revolving Loans,
respectively, 
 (ii) the Other Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari
passu or, at the option of the Borrower, junior in right of security with the Term B-1 Loans (provided, that if such Other Term Loans rank junior in right of security with the Term B-1 Loans, such Other Term Loans shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, shall not be subject to clause (vii) below), 

(iii) the final maturity date of any such Other Term Loans shall be no earlier than the Term
B-1 Facility Maturity Date and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this
proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have (x) substantially similar terms as the Term B-1 Loans or (y) such other terms (including
as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent, 
 (iv) the Weighted
Average Life to Maturity of any such Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B-1 Loans; 

(v) the Other Revolving Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu or, at the
option of the Borrower, junior in right of security with the Initial Revolving Loans and 2016 Revolving Loans (provided, that if such Other Revolving Loans rank junior in right of security with the Initial Revolving Loans or 2016 Revolving
Loans, such Other Revolving Loans shall be subject to a Permitted Junior Intercreditor Agreement), 
 (vi) the final maturity
date of any such Other Revolving Loans shall be no earlier than the 2016 Revolving Facility Maturity Date and, except as to pricing, final maturity date, participation in mandatory prepayments and commitment reductions and ranking as to security
(which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Revolving Facility Lenders in their sole discretion), shall have (x) substantially similar terms as the Initial Revolving Loans or
(y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent, 

(vii) with respect to any Other Term Loan incurred pursuant to clause (a) of this Section 2.21 that ranks pari passu
in right of security with the Term B-1 Loans, the All-in Yield shall be the same as that applicable to the Term B-1 Loans on the
Closing Date, except that the All-in Yield in respect of any such Other Term Loan may exceed the All-in Yield in respect of such Term
B-1 Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-in Yield by more than 0.50% (such difference, the “Term Yield
Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to the Term B-1 Loans shall be increased such that after giving effect to
such increase, the Term Yield Differential shall not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Term Loans, such
floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such
excess, the “LIBOR floor” applicable to the 

  
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outstanding Term B-1 Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any
increase in the Applicable Margin applicable to such Term B-1 Loans then outstanding; 

(viii) (A) such Other Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than
pro rata basis) than the Initial Revolving Loans and 2016 Revolving Loans in (x) any voluntary or mandatory prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made and (B) such Other Term
Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B-1 Loans in any mandatory prepayment hereunder; 

(ix) there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility
Commitments that is not a Loan Party; and 
 (x) any such Other Term Loans or Other Revolving Loans may include financial
maintenance covenants in addition to, or more onerous than, the Financial Covenant (each, a “Previously Absent Financial Maintenance Covenant”) so long as (x) with respect to Other Revolving Loans, such Previously Absent
Financial Maintenance Covenant shall automatically apply to the Revolving Facilities and (y) with respect to Other Term Loans, such Previously Absent Financial Maintenance Covenant shall automatically apply to the Facilities, in each case,
without the consent of any other party hereto. 
 Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this
Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in
Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents”
hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 

(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall
become effective under this Section 2.21 unless (i) on the date of such effectiveness, (A) to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in clause (c) of Section 4.01 shall
be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (B) if such Incremental Term Loan Commitment or Incremental Revolving Facility
Commitment is established for a purpose other than financing any Permitted Business Acquisition or any other acquisition that is permitted by this Agreement, no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred
and be continuing or would result therefrom and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental
Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date pursuant to the First Incremental Assumption and Amendment Agreement and such additional customary documents and
filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably request to assure that the Incremental Term Loans and/or Revolving Facility Loans in respect of
Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans and Revolving Facility
Loans. 

  
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 (d) Each of the parties hereto hereby agrees that the Administrative Agent may
take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans of a different Class), when originally made, are included in each Borrowing of the outstanding applicable
Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of a different Class), when originally made, are included in each
Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative
Agent to effect the foregoing. 
 (e) Notwithstanding anything to the contrary in this Agreement, including
Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of Term Loans
and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders
under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to
consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such
Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization
schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans,
that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders
under any Revolving Facility, that all of the Revolving Facility Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any
such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender if such
Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Incremental Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such
extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment” and the loans thereunder, “Extended Revolving Loans”). Each Pro Rata Extension Offer shall specify the date on which the Borrower
proposes that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in
its reasonable discretion). 
 (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Incremental
Assumption Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms (which interest rates,
fees and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)), and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to
clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term 

  
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Loans shall have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final
maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the
remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final
maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as an existing Class of Revolving Facility Commitments or
(y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably
satisfactory to such Issuing Bank or Swingline Lender, (v) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) than the Initial Revolving Loans or
2016 Revolving Loans in any voluntary or mandatory prepayment or commitment reduction hereunder and (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the
Term B-1 Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect
the existence and terms of the Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with
the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each
Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement,
including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitments. 

(g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically
designated an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i) if
such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment,
such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. 

(h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without
limitation, this Section 2.21), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan or Extended
Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata
Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any
Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term
Loans, Extended Revolving Facility Commitments and 

  
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all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu
basis with all other Obligations relating to an existing Class of Term Loans of the relevant Loan Parties under this Agreement and the other Loan Documents, (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline
Loans or issue Letters of Credit under such Extended Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be no obligor in respect of any such Extended Term Loans or Extended Revolving Facility Commitments
that is not a Loan Party. 
 (i) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro
Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension,
including, without limitation, timing, rounding and other adjustments. 
 (j) Notwithstanding anything to the contrary in
this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional
tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date
(each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the
Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: 

(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of
the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing such Refinancing Term Loans; 

(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the
refinanced Term Loans, 
 (iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than
the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; 
 (iv) the aggregate principal amount of
the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; 

(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount,
upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or
mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and
its Subsidiaries than, the terms, taken as a whole, applicable to the Term B-1 Loans (except to the extent such covenants and other terms apply solely to any period after the Term B-1 Facility Maturity Date), as determined 

  
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by the Borrower in good faith. In addition, notwithstanding the foregoing, the Borrower may establish Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Facility
Commitment (regardless of whether Revolving Facility Loans are outstanding under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so long as (1) the aggregate amount of such Refinancing Term Loans
does not exceed the aggregate amount of Revolving Facility Commitments terminated at the time of incurrence thereof, (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date would exceed the aggregate amount
of Revolving Facility Commitments outstanding in each case after giving effect to the termination of such Revolving Facility Commitments, the Borrower shall take one or more actions such that such Revolving Facility Credit Exposure does not exceed
such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Date after giving effect to the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing Term Loans may be
provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other person that would be a permitted Assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute Net Proceeds
hereunder), (3) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining life to termination of the terminated Revolving Facility Commitments, (4) the final maturity date of the Refinancing
Term Loans shall be no earlier than the termination date of the terminated Revolving Facility Commitments and (5) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront
fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or
mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and
its Subsidiaries than, the terms, taken as a whole, applicable to the Term B-1 Loans (except to the extent such covenants and other terms apply solely to any period after the Term B-1 Facility Maturity Date), as determined by the Borrower in good faith; 
 (vi) with
respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to the Term B-1 Loans, such Liens will be subject to a Permitted Pari Passu
Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable; and 
 (vii) there shall be no obligor
in respect of such Refinancing Term Loans that is not a Loan Party. 
 (k) The Borrower may approach any Lender or any other
person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may
elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement;
provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Incremental Assumption Agreement governing such Refinancing Term Loans, be designated as an increase in any previously established
Class of Term Loans made to the Borrower. 
 (l) Notwithstanding anything to the contrary in this Agreement, including
Section 2.18(c) (which provisions shall not be applicable to clauses (l) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more


  
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additional Facilities providing for revolving commitments (“Replacement Revolving Facilities” and the commitments thereunder, “Replacement Revolving Facility
Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the
date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five Business Days after
the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: (i) before and after giving effect to the establishment of such
Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement
governing such Replacement Revolving Facility Commitments; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility
Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date;
(iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date in effect at the time of incurrence for the Revolving
Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and
optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such
Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any,
under such Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Initial Revolving
Loans or 2016 Revolving Loans (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence); and (v) there shall be no obligor in respect
of such Replacement Revolving Facility that is not a Loan Party. In addition, the Borrower may establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such
Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of
establishment thereof (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as
(i) before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied to the extent
required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to
Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with
respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans or 2016 Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and
(v) the requirement of clause (v) in the preceding sentence shall be satisfied mutatis mutandis. Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case
may be, under a 

  
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Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loans under such
Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving
Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or Swingline Lender, as the
case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal. 

(m) The Borrower may approach any Lender or any other person that would be a permitted Assignee of a Revolving Facility
Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Facility Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Facility
Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be designated an
additional Class of Revolving Facility Commitments for all purposes of this Agreement; provided that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Incremental Assumption Agreement, be
designated as an increase in any previously established Class of Revolving Facility Commitments. 
 (n) On any
Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders
with Replacement Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans and participations in Letters of Credit and Swingline Loans under such
Replacement Revolving Facility Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement
Revolving Loans and participations of such Replacement Revolving Facility Commitments of such Class will be held by the Lenders thereunder ratably in accordance with their Replacement Revolving Facility Commitments. 

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

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

Section 2.22 Defaulting Lender. (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 definitions of “Required Lenders” or “Required Revolving 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, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second, to the payment on a
pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance
with Section 2.05(j), 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 Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by
any Lender or any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, seventh, so long as no Default or Event of Default exists, to
the payment of any amounts owing to the 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. 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 2.22 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. 
 (B) Each Defaulting Lender shall be entitled to receive
L/C Participation 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. 

(C) With respect to any Commitment Fee or L/C Participation 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 Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and the Swingline Lender, as
applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or the Swingline 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 Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.01 are satisfied at the time of such reallocation and (y) such reallocation does not cause
the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Facility Commitment. Subject to
Section 9.24, 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 Swingline 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, within three Business Days following the written request of the (i) Administrative Agent or (ii) the
Swingline Lender or any Issuing Bank, as applicable (with a copy to the Administrative Agent), (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash
Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.05(j). 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Bank 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 Revolving Facility 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 Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Facility Commitments (without giving effect to
Section 2.22(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


  
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of the Borrower while that Lender was a Defaulting Lender; 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 Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender
shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Banks shall not 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. 
 ARTICLE III 

Representations and Warranties 

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

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

  
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 Section 3.03 Enforceability. This Agreement has been duly executed and delivered by
Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto and the Holdings Guarantee and Pledge Agreement when executed and delivered by
Holdings, will constitute a legal, valid and binding obligation of such Loan Party enforceable against Holdings, the Borrower and each such Subsidiary Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties. 

Section 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any
Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which the Borrower or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Code financing
statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the
Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and
(f) filings or other actions listed on Schedule 3.04 and any other filings or registrations required by the Security Documents. 

Section 3.05 Financial Statements. (a)(i) The audited consolidated balance sheets and the related statements of operations, cash
flows and stockholders’ equity for the Target and its subsidiaries as of and for the fiscal years ended September 27, 2013, September 26, 2014 and September 25, 2015, (ii) the audited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 for (A) Protection One and its subsidiaries and (B) ASG and its
subsidiaries and (iii) the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the fiscal year ended December 31, 2015 and (b) the
unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the Target and its subsidiaries for the fiscal quarter ended December 31, 2015, including the notes thereto, if applicable,
present fairly in all material respects the consolidated financial position of the Target, Protection One, ASG, the Borrower and their respective consolidated subsidiaries as of the dates and for the periods referred to therein and the results of
operations and, if applicable, cash flows for the periods then ended, and, except as set forth on Schedule 3.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the
case of interim period financial statements, for the absence of notes and for normal year-end adjustments and except as otherwise noted therein. 

Section 3.06 No Material Adverse Effect. Since the Closing Date, there has been no event or circumstance that, individually or in
the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect. 

Section 3.07 Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in
fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case,
except for Permitted Liens 

  
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and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended
purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or
Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. 

(b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a
party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not
reasonably be expected to have a Material Adverse Effect. 
 (c) As of the Closing Date, none of the Borrower and the
Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of
the Closing Date, except as set forth on Schedule 3.07(c). 
 (d) As of the Closing Date, none of the Borrower and its
Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not
reasonably be expected to have a Material Adverse Effect. 
 (e) Schedule 1.01(E) lists each Material Real Property owned by
any Loan Party as of the Closing Date. 
 Section 3.08 Subsidiaries. (a) Schedule 3.08(a) sets forth as of the Closing
Date the name and jurisdiction of incorporation, formation or organization of each subsidiary of the Borrower and, as to each such subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such subsidiary. 

(b) As of the Closing Date, after giving effect to the ADT Transactions, there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by directors) and shares held by directors (or entities controlled by directors)) relating to any Equity
Interests of the Borrower or any of the Subsidiaries, except as set forth on Schedule 3.08(b). 
 Section 3.09 Litigation;
Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against the
Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the ADT Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. 
 (b) None of the Borrower, the Subsidiaries and their respective properties or assets is in
violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any
Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority,
where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

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

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

Section 3.12 Use of Proceeds. (a) The Borrower will use the proceeds of the Revolving Facility Loans and Swingline Loans, and
may request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for the ADT Transactions, for Permitted Business Acquisitions and, in the case of Letters of Credit, for the back-up or replacement of existing letters of credit) and (b) the Borrower will use the proceeds of the Term B-1 Loans made on the Fifth Amendment Agreement Effective
Date to refinance the Existing Term B-1 Loans (as defined in the Fifth Amendment Agreement) and for the payment of related costs and expenses. 

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

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
of the Borrower and each of the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed by it (including in its capacity as withholding
agent) and each such Tax return is true and correct; 
 (b) Except as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect, each of the Borrower and each of the Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) and all other
Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for
which the Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and 

(c) Other than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of
the Closing Date, with respect to the Borrower and each of the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes. 

Section 3.14 No Material Misstatements. (a) All written factual information (other than the Projections, forward looking
information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the
Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated
hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to
the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole,
not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). 

  
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 (b) The Projections and other forward looking information and information of a
general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions
contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such
Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that
the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. 
 Section 3.15
Employee Benefit Plans. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no Reportable Event has occurred during the past five years as to which the Borrower, any of its
Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC; (ii) no ERISA Event has occurred or is reasonably expected to occur; and (iii) none of the Borrower, the Subsidiaries or any of their ERISA Affiliates has
received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA. 

Section 3.16 Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or
proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its
Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is, and in the prior eighteen (18) month period, has
been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the
Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any
Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise
to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or
undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the
Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on
behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior
to the Closing Date. 
 Section 3.17 Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee
and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the
Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document


  
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are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other
filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the
extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). 

(b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States
Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause
(a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect
hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights
included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right
to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material
registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). 

(c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the
Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in
and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the
Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent
applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. 

(d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, no
Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity
Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law. 

Section 3.18 Location of Real Property. The Perfection Certificate lists correctly, in all material respects, as of the Closing
Date all Material Real Property owned by the Borrower and the Subsidiary Loan Parties and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiary Loan Parties own in fee all the Real Property set forth as being owned by them
in the Perfection Certificate except to the extent set forth therein. 
 Section 3.19 Solvency. (a) Immediately after
giving effect to the ADT Transactions on the Closing Date, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated 

  
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basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the
present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis
on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their
debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with
which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. 

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

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

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

Section 3.22 No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document. 
 Section 3.23 Intellectual Property; Licenses,
Etc. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 3.23, (a) the Borrower and each of its Subsidiaries owns, or possesses the right to use, all Intellectual Property that are
used or held for use in or are otherwise reasonably necessary for the present conduct of their respective businesses, (b) to the knowledge of the Borrower, the Borrower and its Subsidiaries are not interfering with, infringing upon,
misappropriating or otherwise violating Intellectual Property of any person, and (c) (i) no claim or litigation regarding any of the Intellectual Property owned by the Borrower and its Subsidiaries is pending or, to the knowledge of the
Borrower, threatened and (ii) to the knowledge of the Borrower, no claim or litigation regarding any other Intellectual Property described in the foregoing clauses (a) and (b) is pending or threatened. 

  
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 Section 3.24 Senior Debt. The Loan Obligations constitute “Senior Debt” (or
the equivalent thereof) under the documentation governing any Material Indebtedness of any Loan Party permitted to be incurred hereunder constituting Indebtedness that is subordinated in right of payment to the Loan Obligations. 

Section 3.25 USA PATRIOT Act; OFAC. 

(a) The Borrower and each Subsidiary Loan Party is in compliance in all material respects with the material provisions of the
USA PATRIOT Act, and, on or prior to the Closing Date, the Borrower has provided to the Administrative Agent all information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested
in writing by the Administrative Agent not less than 10 Business Days prior to the Closing Date and mutually agreed to be required under “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,
to be obtained by the Administrative Agent or any Lender. 
 (b) None of Holdings, the Borrower or any of its Subsidiaries
nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower or any of the Subsidiaries is currently the target of any sanctions administered by the United States, including the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”) and the U.S. State Department, the United Nations Security Council, Her Majesty’s Treasury, the European Union or relevant member states of the European Union (collectively, the
“Sanctions”) and Borrower and its Subsidiaries and, to the knowledge of Borrower, their respective directors, officers, employees and agents are in compliance with sanctions laws and regulations administered by the United States,
including OFAC and the U.S. State Department, the United Nations Security Council, Her Majesty’s Treasury, the European Union or relevant member states of the European Union (collectively, the “Sanctions Laws”) in all material
respects. The Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person that is currently the
target of any Sanctions or for the purpose of funding, financing or facilitating any activities, business or transaction with or in any country that is the target of the Sanctions, to the extent such activities, businesses or transaction would be
prohibited by the Sanctions Laws, or in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. 

Section 3.26 Foreign Corrupt Practices Act. Holdings, the Borrower and its Subsidiaries, and, to the knowledge of the Borrower or
any of its Subsidiaries, their directors, officers, agents or employees, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977 or similar law of a jurisdiction in which the Borrower or any of its Subsidiaries conduct their business
and to which they are lawfully subject, in each case, in all material respects. No part of the proceeds of the Loans made hereunder will be used to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. 

ARTICLE IV 
 Conditions of
Lending 
 The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to
issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following
conditions: 

  
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 Section 4.01 All Credit Events. On the date of each Borrowing and on the date of each
issuance, amendment, extension or renewal of a Letter of Credit (in the case of clauses (b) and (c), other than pursuant to an Incremental Assumption Agreement): 

(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by
Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent
shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). 
 (b) The
representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such
Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date). 
 (c) At the time of and immediately after such
Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default
or Default shall have occurred and be continuing. 
 Each such Borrowing and other Credit Event shall be deemed to constitute a
representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal, as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01. 

ARTICLE V 
 Affirmative
Covenants 
 The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and will cause each of the Subsidiaries to: 
 Section 5.01 Existence; Business and
Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be
expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities
are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries
may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05). 
 (b) Except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits,
franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and 

  
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(ii) at all times maintain, protect and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary
wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be
properly conducted at all times (in each case except as permitted by this Agreement). 
 Section 5.02 Insurance.
(a) Maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in
the same or similar businesses operating in the same or similar locations, cause the Collateral Agent to be listed as a co-loss payee on property and casualty policies with respect to Mortgaged Property
located in the United States of America and as an additional insured on liability policies. Notwithstanding the foregoing, the Borrower and the Subsidiaries may self-insure with respect to such risks with respect to which companies of established
reputation engaged in the same general line of business in the same general area usually self-insure. 
 (b) Except as the
Collateral Agent may agree in its reasonable discretion, cause all such property and casualty insurance policies with respect to the Mortgaged Property located in the United States of America to be endorsed or otherwise amended to include a
“standard” or “New York” lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Collateral Agent, deliver a certificate of an insurance broker to the Collateral Agent; cause each such
policy covered by this clause (b) to provide that it shall not be cancelled or not renewed upon less than 30 days’ prior written notice thereof by the insurer to the Collateral Agent; deliver to the Collateral Agent, prior to or
concurrently with the cancellation or nonrenewal of any such policy of insurance covered by this clause (b), a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent), or
insurance certificate with respect thereto, together with evidence satisfactory to the Collateral Agent of payment of the premium therefor, in each case of the foregoing, to the extent customarily maintained, purchased or provided to, or at the
request of, lenders by similarly situated companies in connection with credit facilities of this nature. 
 (c) If any
portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”) with respect to
which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially sound and reputable insurer,
flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and
substance reasonably acceptable to the Collateral Agent. 
 (d) In connection with the covenants set forth in this
Section 5.02, it is understood and agreed that: 
 (i) the Administrative Agent, the Collateral Agent, the Lenders, the
Issuing Banks and their respective agents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look
solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the
Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance 

  
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policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrower, on
behalf of itself and behalf of each of its Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the
Collateral Agent, the Lenders, any Issuing Bank and their agents and employees; 
 (ii) the designation of any form, type or
amount of insurance coverage by the Collateral Agent (including acting in the capacity as the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral Agent or the Lenders that
such insurance is adequate for the purposes of the business of Holdings, the Borrower and the Subsidiaries or the protection of their properties; and 

(iii) the amount and type of insurance that the Borrower and its Subsidiaries has in effect as of the Closing Date satisfies
for all purposes the requirements of this Section 5.02. 
 Section 5.03 Taxes. Pay its obligations in respect of all Tax
liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate proceedings and the Borrower or a
Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

 Section 5.04 Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such
information to the Lenders): 
 (a) within 90 days after the end of each fiscal year (commencing with the fiscal year ending
December 31, 2016), a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the
consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’
equity shall be accompanied by customary management’s discussion and analysis and audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified
as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year
from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material
respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); 

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal
quarter ending June 30, 2016), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated
results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and, starting with the fiscal quarter ending September 30, 2016, setting forth in comparative form the corresponding


  
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figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related statements of operations and cash flows
shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower
as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end
audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the
requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein); 

(c) (x) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a
Financial Officer of the Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) or, if such an Event of Default or Default has occurred,
specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating the calculation of the Net First Lien Leverage Ratio and, if applicable, compliance with the Financial Covenant and (iii) setting forth the calculation and uses of the
Cumulative Credit for the fiscal period then ended if the Borrower shall have used the Cumulative Credit for any purpose during such fiscal period and (y) concurrently with any delivery of financial statements under clause (a) above, if
the accounting firm is not restricted from providing such a certificate by its policies office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their
examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); 

(d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy
statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its
stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this
Agreement when posted to the website of the Borrower (or Holdings or any Parent Entity referred to in Section 5.04(h)) or the website of the SEC and written notice of such posting has been delivered to the Administrative Agent; 

(e) within 90 days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the beginning
of each fiscal year (commencing with the fiscal year ending December 31, 2017), a consolidated annual budget for such fiscal year consisting of a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the
following fiscal year and the related consolidated statements of projected cash flow and projected income (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the
Borrower to the effect that the Budget is based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof; 

(f) upon the reasonable request of the Administrative Agent not more frequently than once a year, an updated Perfection
Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this clause (f)
or Section 5.10(f); 

  
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 (g) promptly, from time to time, such other information regarding the operations,
business affairs and financial condition of Holdings, the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender);

 (h) in the event that Holdings or any Parent Entity reports on a consolidated basis, such consolidated reporting at
Holdings or such Parent Entity’s level in a manner consistent with that described in clauses (a) and (b) of this Section 5.04 for the Borrower (together with a reconciliation showing the adjustments necessary to determine
compliance by the Borrower and its Subsidiaries with the Financial Covenant) will satisfy the requirements of such paragraphs; and 

(i) at a time mutually agreed with the Administrative Agent after the delivery of the financial statements required pursuant to
Sections 5.04(a) and 5.04(b) (but not later than 10 Business Days after such delivery), upon request of the Administrative Agent, the Borrower shall cause appropriate Financial Officers or other officers with reasonably equivalent duties of the
Borrower to participate in one conference call for Lenders to discuss the financial condition and results of operations of the Borrower and its Subsidiaries for the most recently ended fiscal period. 

The Borrower hereby acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are
hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been marked
“PUBLIC” in accordance with such paragraph. 
 Section 5.05 Litigation and Other Notices. Furnish to the
Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings (prior to a Qualified IPO) or the Borrower obtains actual knowledge thereof: 

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

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

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

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

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

(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that the Collateral Agent may reasonably request (including, without limitation, those required by applicable law), to satisfy the
Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence
reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 

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

  
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or such Subsidiary Loan Parties, as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within 120 days after such acquisition (or
such later date as the Collateral Agent may agree in its reasonable discretion) pursuant to documentation substantially in the form of Exhibit E (with such changes as are reasonably consented to by the Collateral Agent to account for local law
matters) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrower (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no
other Liens except Permitted Liens, (ii) record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect,
preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other
charges required to be paid in connection with such recording or filing, in each case subject to clause (g) below, and (iii) deliver to the Collateral Agent an updated Schedule 1.01(E) reflecting such additional Mortgaged Properties.
Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall cause the requirements set forth in clauses (f) and (g) of the definition of “Collateral and Guarantee Requirement” to
be satisfied with respect to such Material Real Property. 
 (d) If any additional direct or indirect Subsidiary of the
Borrower is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Subsidiary
Loan Party, within 15 Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent thereof and, within 20 Business Days after
the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent may agree in its reasonable discretion (or, with respect to clauses (f), (g) and (h) of the definition of “Collateral and Guarantee
Requirement,” within 120 days after such formation or acquisition or such longer period as set forth therein or as the Collateral Agent may agree in its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be
satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject to clause (g) below. 

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

  
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 (g) The Collateral and Guarantee Requirement and the other provisions of this
Section 5.10 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any Real Property other than Material Real
Property, (ii) motor vehicles and other assets subject to certificates of title and letter of credit rights (in each case, except to the extent a Lien on such assets or such rights can be perfected by filing a
UCC-1) and commercial tort claims with a value of less than $10,000,000, (iii) pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation permitted under the
Loan Documents and binding on assets to the extent in existence on the Closing Date or on the date of acquisition thereof and not entered into in contemplation of acquisition of such asset (in each case, except to the extent such prohibition is
unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval, license or authorization to be pledged
(unless such consent, approval, license or authorization has been received), (iv) assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences as determined in good faith by
the Borrower in consultation with the Administrative Agent, (v) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of
termination in favor of any other party thereto (other than Holdings, the Borrower or any Guarantor) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (vi) those assets as to
which the Collateral Agent and the Borrower reasonably agree that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (vii) any governmental licenses
or state or local licenses, franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment
provisions of Article 9 of the Uniform Commercial Code, (viii) any “intent-to-use” applications for trademark or service mark registrations filed
pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, unless and until an Amendment to Allege Use or a Statement of Use under Section 1(c) or 1(d) of the Lanham Act has been filed, (ix) other customary exclusions under
applicable local law or in applicable local jurisdictions to be set forth in applicable Security Documents, (x) Securitization Assets sold to any Special Purpose Securitization Subsidiary or otherwise pledged, factored, transferred or sold in
connection with any Permitted Securitization Financing, and any other assets subject to Liens securing Permitted Securitization Financings, (xi) any Excluded Securities, (xii) any Third Party Funds, (xiii) any equipment or other asset
that is subject to a Lien permitted by any of clauses (c)(i), (i), (j) or (aa) of Section 6.02 or is otherwise subject to a purchase money debt or a Capitalized Lease Obligation, in each case, as permitted by Section 6.01, if the contract
or other agreement providing for such debt or Capitalized Lease Obligation prohibits or requires the consent of any person (other than Holdings, the Borrower or a Subsidiary Guarantor) as a condition to the creation of any other security interest on
such equipment or asset and, in each case, such prohibition or requirement is permitted hereunder after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code or other applicable law, (xiv) all
assets of Holdings other than Equity Interests of the Borrower and the proceeds thereof directly held by Holdings and pledged pursuant to the Holdings Guarantee and Pledge Agreement and (xv) any other exceptions mutually agreed upon between the
Borrower and the Collateral Agent; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” Notwithstanding anything herein to the contrary, (A) the
Collateral Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including
extensions beyond the Closing Date for the perfection of security 

  
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interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished
without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (B) no control agreement or control, lockbox or similar arrangement shall be required with respect to
any deposit accounts, securities accounts or commodities accounts, (C) no landlord, mortgagee or bailee waivers shall be required, (D) no foreign-law governed security documents or perfection under
foreign law shall be required, (E) no notice shall be required to be sent to account debtors or other contractual third parties prior to an Event of Default, (F) Liens required to be granted from time to time pursuant to, or any other
requirements of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and (G) to the extent any Mortgaged Property is located in a jurisdiction
with mortgage recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be limited to the fair market value of such Mortgaged Property as determined in good faith by the Borrower (subject to
any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Collateral Agent). 
 Section 5.11
Rating. Exercise commercially reasonable efforts to maintain (a) public ratings (but not to obtain a specific rating) from Moody’s and S&P for the Term B-1 Loans and (b) public
corporate credit ratings and corporate family ratings (but, in each case, not to obtain a specific rating) from Moody’s and S&P in respect of the Borrower. 

Section 5.12 Post-Closing. 

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

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

ARTICLE VI 
 Negative
Covenants 
 The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders (or, in
the case of Section 6.11, the Required Revolving Facility Lenders voting as a single Class) shall otherwise consent in writing, the Borrower will not, and will not permit any of the Subsidiaries to: 

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

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

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

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

(f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar
obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or
consistent with past practice or industry practices; 
 (g) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services, in each case incurred in the ordinary course of business; 

(h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with the Borrower or
any Subsidiary after the Closing Date and Indebtedness otherwise incurred or assumed by the Borrower or any Subsidiary in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition), where such
acquisition, merger or consolidation is not prohibited by this Agreement; provided, that, (w) in the case of any such Indebtedness secured by Liens on Collateral that are Other First Liens, the Net First Lien Leverage Ratio on a Pro
Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence or assumption of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not greater than 2.35 to 1.00 or
(II) not greater than the Net First Lien Leverage Ratio in effect immediately prior thereto, (x) in the case of any such Indebtedness secured by Liens on Collateral that are Junior Liens, the Net Secured Leverage Ratio on a Pro Forma Basis
immediately after giving effect to such acquisition, merger or consolidation, the incurrence or assumption of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not greater than 3.60 to 1.00 or (II) not
greater than the Net Secured Leverage Ratio in effect immediately prior thereto, (y) in the case of any other such Indebtedness, the Interest Coverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or
consolidation, the incurrence or assumption of such Indebtedness and the use of proceeds thereof and any related transactions is (I) not less than 2.00 to 1.00 or (II) not less than the Interest Coverage Ratio in effect immediately prior
thereto and (z) in the case of any such Indebtedness incurred under this clause (h) by a Subsidiary other than a Subsidiary Loan Party, the aggregate outstanding principal amount of such Indebtedness immediately after giving effect to such
acquisition, merger or consolidation, the 

  
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incurrence of such Indebtedness and the use of proceeds thereof and any related transactions shall not exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period; provided, further, that the incurrence (but not assumption) of term loan Indebtedness pursuant to clause (i)(w) above shall be subject to the last paragraph of Section 6.02; and
(ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness; 
 (i) (x) Capitalized
Lease Obligations, mortgage financings and other Indebtedness incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or
personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in
an aggregate principal amount that immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(i)(x), would not exceed the greater of $250,000,000 and 0.075 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (y) any Permitted Refinancing Indebtedness in respect thereof;

 (j) (i) Capitalized Lease Obligations and any other Indebtedness incurred by the Borrower or any Subsidiary arising from
any Sale and Lease-Back Transaction that is permitted under Section 6.03, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(k) (i) other Indebtedness of the Borrower or any Subsidiary, in an aggregate principal amount that, immediately after giving
effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(k), would not exceed the greater of $350,000,000 and
0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(l) Indebtedness of the Borrower or any Subsidiaries in an aggregate outstanding principal amount not greater than 100% of the
net cash proceeds received by the Borrower after the Closing Date from (x) the issuance or sale of its Qualified Equity Interests or (y) a contribution to its common equity with the net cash proceeds from the issuance and sale by Holdings
or a Parent Entity of its Qualified Equity Interests or a contribution to its common equity (in each case of (x) and (y), other than proceeds from the sale of Equity Interests to, or contributions from, the Borrower or any of its Subsidiaries),
to the extent such net cash proceeds do not constitute Excluded Contributions; 
 (m) Guarantees (i) by Holdings, the
Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party permitted to be incurred under this Agreement, (ii) by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise permitted
hereunder of any Subsidiary that is not a Subsidiary Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iii) by any Subsidiary that is not a Subsidiary Loan Party of Indebtedness of
another Subsidiary that is not a Subsidiary Loan Party, and (iv) by the Borrower of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the ordinary course of business on ordinary business
terms so long as such Indebtedness is permitted to be incurred under Section 6.01(t) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)); provided, that Guarantees by the Borrower or any
Subsidiary Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be expressly subordinated to the Loan Obligations to at least the same extent as such
underlying Indebtedness is subordinated; 

  
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 (n) Indebtedness arising from agreements of the Borrower or any Subsidiary
providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the 2015 Transactions, the ADT Transactions, any Permitted Business
Acquisition, other Investments or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; 

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

(p) (i) Indebtedness, including Indebtedness in respect of the Second Priority Senior Secured Notes, in an aggregate principal
amount outstanding pursuant to this Section 6.01(p) not to exceed $3,140,000,000 and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(q) (i) Indebtedness secured by Liens on Collateral that are Other First Liens so long as immediately after giving effect
to the incurrence of such Indebtedness and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 2.35 to 1.00; provided that (x) the aggregate principal amount of Indebtedness outstanding
under this clause (q)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(q)(i), Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of $475,000,000 and 0.17 times the EBITDA calculated on a Pro Forma Basis for the then
most recently ended Test Period and (y) the incurrence of term loan Indebtedness pursuant to this clause (q)(i) shall be subject to the last paragraph of Section 6.01 and the last paragraph of Section 6.02, and (ii) any Permitted
Refinancing Indebtedness in respect thereof; 
 (r) (i) Indebtedness secured by Liens on Collateral that are Junior
Liens so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 3.60 to 1.00; provided that (x) the
aggregate principal amount of Indebtedness outstanding under this clause (r)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other
Indebtedness outstanding pursuant to Section 6.01(q)(i), this Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of $475,000,000 and 0.17 times the EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence of any term loan Indebtedness pursuant to this clause (r)(i) shall be subject to the last paragraph of this Section 6.01, and (ii) any
Permitted Refinancing Indebtedness in respect thereof; 
 (s) (i) unsecured Indebtedness so long as immediately after giving
effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Interest Coverage Ratio on a Pro Forma Basis is not less than 2.00 to 1.00; provided that (x) the aggregate principal amount of Indebtedness outstanding
under this clause (s)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to
Section 6.01(q)(i), Section 6.01(r)(i) and this Section 6.01(s)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of $475,000,000 and 0.17 times the EBITDA calculated on a Pro Forma Basis for the
then most recently ended Test Period and (y) the incurrence of any term loan Indebtedness pursuant to this clause (s)(i) shall be subject to the last paragraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness in
respect thereof; 

  
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 (t) (i) Indebtedness of Subsidiaries that are not Subsidiary Loan Parties in an
aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this
Section 6.01(t), would not exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(u) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay
the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in
the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements; 
 (v)
Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary
incurred in the ordinary course of business; 
 (w) Indebtedness in connection with Permitted Securitization Financings; 

(x) obligations in respect of Cash Management Agreements; 

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

(z) (i) Indebtedness in an aggregate principal amount outstanding not to exceed the Incremental Amount available at the
applicable time of determination set forth in the definition thereof; provided that the incurrence of term loan Indebtedness pursuant to this clause (z)(i) shall be subject to the last paragraph of Section 6.02, and (ii) any
Permitted Refinancing Indebtedness in respect thereof; 
 (aa) Guarantees of Indebtedness under customer financing lines of
credit entered into in the ordinary course of business; 
 (bb) (i) Indebtedness of, incurred on behalf of, or representing
Guarantees of Indebtedness of, joint ventures in an aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other
Indebtedness outstanding pursuant to this Section 6.01(bb), would not exceed the greater of $150,000,000 and 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted
Refinancing Indebtedness in respect thereof; 
 (cc) Indebtedness issued by the Borrower or any Subsidiary to current or
former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any Parent Entity permitted by Section 6.06; 

(dd) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation or other similar
arrangements incurred by such person in connection with the 2015 Transactions, the ADT Transactions and Permitted Business Acquisitions or any other Investment permitted hereunder; 

  
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 (ee) Indebtedness of the Borrower or any Subsidiary to or on behalf of any joint
venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the
Borrower and its Subsidiaries; 
 (ff) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(gg) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of
Credit (or a letter of credit issued under any other revolving credit or letter of credit facility permitted by Section 6.01); 

(hh) (i)(x) Indebtedness, including Indebtedness incurred under the Second Lien Credit Agreement, in an aggregate
principal amount outstanding pursuant to this Section 6.01(hh)(i)(x) not to exceed $260,000,000, and (y) Indebtedness incurred utilizing the definition of “Incremental Amount” as defined in the Second Lien Credit Agreement (as in
effect on the Closing Date), and other amounts permitted to be incurred in lieu thereof and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(ii) (x)(i) Indebtedness of the Borrower or any Subsidiary Loan Party, including Indebtedness in respect of the Existing ADT
Roll-Over Notes outstanding as of the Closing Date, in an aggregate principal amount outstanding pursuant to this Section 6.01(ii)(x)(i) not to exceed $3,750,000,000 and (ii) any Indebtedness that constitutes a Refinancing of any Existing
ADT Roll-Over Notes that have a final maturity date on or before the Term B-1 Facility Maturity Date and (y) any Permitted Refinancing Indebtedness in respect thereof; and 

(jj) all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest),
fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (ii) above or refinancings thereof. 

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

  
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 Further, for purposes of determining compliance with this Section 6.01,
(A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (jj) but may be permitted in part under any combination thereof and
(B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (jj), the Borrower may, in
its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and will be entitled
to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or
existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause;
provided, that (w) all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed to have been incurred pursuant to clause (b) of this Section 6.01, (x) all Indebtedness outstanding on the
Closing Date under the Second Lien Credit Agreement shall at all times be deemed to have been incurred pursuant to clause (hh) of this Section 6.01, (y) all Indebtedness outstanding on the Closing Date in respect of the Second Priority Senior
Secured Notes shall at all times be deemed to have been incurred pursuant to clause (p) of this Section 6.01 and (z) all Indebtedness outstanding on the Closing Date in respect of the Existing ADT Roll-Over Notes shall at all times be
deemed to have been incurred pursuant to clause (ii) of this Section 6.01. In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness
shall also be permitted hereunder after the date of such incurrence. 
 This Agreement will not treat (1) unsecured Indebtedness as
subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

 With respect to any Indebtedness incurred pursuant to Sections 6.01(q)(i), 6.01(r)(i) or 6.01(s)(i), (A) the final maturity date of any
such Indebtedness shall be no earlier than the Term B-1 Facility Maturity Date and (B) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average
Life to Maturity of the Term B-1 Loans. 
 Section 6.02 Liens. Create, incur, assume or
permit to exist any Lien on any property or assets (including stock or other securities of any person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following
(collectively, “Permitted Liens”): 
 (a) Liens on property or assets of the Borrower and the Subsidiaries
existing on the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness in an aggregate principal amount in excess of
$5,000,000, set forth on Schedule 6.02(a) and any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted
Refinancing Indebtedness in respect of such obligations permitted by Section 6.01) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired property that is affixed or
incorporated into the property covered by such Lien, and (B) proceeds and products thereof; 
 (b) any Lien created
under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements) or permitted in respect of any Mortgaged Property by the terms of the
applicable Mortgage; 

  
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 (c) any Lien on any property or asset of the Borrower or any Subsidiary securing
Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or assets of the Borrower
or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to
such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the Term
B-1 Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement and (iii) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the
Collateral securing the Term B-1 Loans, (x) such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement and (y) such Liens shall be subject to the last paragraph of this
Section 6.02; 
 (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more
than 30 days or that are being contested in compliance with Section 5.03; 
 (e) Liens imposed by law, such as
landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being
contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; 

(f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal
Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of
such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; 
 (g) deposits and other
Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases,
government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business,
including those incurred to secure health, safety and environmental obligations in the ordinary course of business; 
 (h)
zoning restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way,
covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and
title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; 

  
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 (i) Liens securing Indebtedness permitted by Section 6.01(i);
provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness
Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction, and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual
financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (i) to secure
Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing
Indebtedness shall also be Junior Liens); 
 (j) Liens arising out of Sale and Lease-Back Transactions permitted under
Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; 

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

(l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to the
Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the
property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this
Agreement; 
 (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower
or any Subsidiary in the ordinary course of business; 
 (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits,
sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect
to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business;

 (o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens,
rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable
customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit
card companies pursuant to agreements therewith; 
 (p) Liens securing obligations in respect of trade-related letters of
credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’
acceptances or similar obligations and the proceeds and products thereof; 

  
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 (q) leases or subleases, licenses or sublicenses (including with respect to
Intellectual Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; 

(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; 
 (s) Liens solely on any cash earnest money deposits made by the Borrower or any
of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; 

(t) (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a
Subsidiary that is not a Loan Party permitted under Section 6.01 and (ii) Liens with respect to property or assets of the applicable joint venture or the Equity Interests of such joint venture securing Indebtedness permitted under
Section 6.01(bb); 
 (u) Liens on any amounts held by a trustee under any indenture or other debt agreement issued in
escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; 

(v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business; 
 (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other
proceeds arising from inventory consigned by the Borrower or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; 

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

(z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause
(c) of the definition thereof; 
 (aa) Liens in respect of Permitted Securitization Financings that extend only to the
assets subject thereto; 
 (bb) Liens securing insurance premiums financing arrangements; provided, that such Liens
are limited to the applicable unearned insurance premiums; 
 (cc) in the case of Real Property that constitutes a leasehold
interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; 

  
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 (dd) Liens securing Indebtedness or other obligation (i) of the Borrower or
a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; 

(ee) Liens (i) on not more than $24,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes and (ii) on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; 

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

(gg) Liens on Collateral that are Junior Liens, so long as immediately after giving effect to the incurrence of the
Indebtedness secured by such Junior Liens and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 3.60 to 1.00; 

(hh) Liens on Collateral that are Other First Liens, so long as immediately after giving effect to the incurrence of the
Indebtedness secured by such Other First Liens and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 2.35 to 1.00; provided that such Liens shall be subject to the last paragraph of this
Section 6.02; 
 (ii) Liens on Collateral that are Other First Liens, so long as such Other First Liens secure
Indebtedness permitted by Section 6.01(b), 6.01(h)(i)(w) (and Permitted Refinancing Indebtedness in respect thereof), 6.01(q), 6.01(y), 6.01(z) or 6.01(ii); 

(jj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the
Borrower or any of the Subsidiaries in the ordinary course of business; 
 (kk) Liens to secure any Indebtedness issued or
incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (v) with
respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens on such Collateral being incurred under this clause (kk)
shall also be Junior Liens, (w) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other First Liens, then such Liens on such
Collateral being incurred under this clause (kk) may also be Other First Liens, as applicable, (x) (other than Liens contemplated by the foregoing clauses (v) and (w)) such new Lien shall be limited to all or part of the same type of
property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such
assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted
value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an amount
necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the 

  
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Indebtedness secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been
obligated to secure such Indebtedness or a Loan Party; 
 (ll) other Liens with respect to property or assets of the Borrower
or any Subsidiary securing obligations in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro
Forma Basis for the then most recently ended Test Period; 
 (mm) Liens on any property or asset of the Borrower or any
Subsidiary to secure any Indebtedness permitted by Section 6.01(hh); and 
 (nn) Liens that are Junior Liens, so long as
such Junior Liens secure Indebtedness permitted by Section 6.01(p) or Section 6.01(ii). 
 For purposes of determining compliance
with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (nn) but may be permitted
in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in
Sections 6.02(a) through (nn), the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof)
in any manner that complies with this Section 6.02 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien
securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating
the amount of Liens or Indebtedness that may be incurred pursuant to any other clause. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness,
such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. 
 With respect to (x) Indebtedness incurred in
the form of term loans that is secured by Liens referred to in the proviso in Section 6.02(c)(iii) or Section 6.02(hh) or (y) any Indebtedness incurred (but not assumed) in the form of term loans pursuant to Section 6.01(h)(i)(w)
or incurred pursuant to Section 6.01(q)(i) or Section 6.01(z)(i) that is secured by Liens on the Collateral that are Other First Liens (any such Indebtedness, “Pari Term Loans”), if the
All-in Yield in respect of such Pari Term Loans exceeds the All-in Yield in respect of the Term B-1 Loans on the Closing Date by
more than 0.50% (such difference, the “Pari Yield Differential”), then the Applicable Margin (or “LIBOR floor” as provided in the following proviso) applicable to the Term B-1 Loans
on the Closing Date shall be increased such that after giving effect to such increase, the Pari Yield Differential shall not exceed 0.50%; provided that, to the extent any portion of the Pari Yield Differential is attributable to a higher
“LIBOR floor” being applicable to such Pari Term Loans, such floor shall only be included in the calculation of the Pari Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of
three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to such outstanding Term B-1 Loans shall be increased to an amount not to exceed the
“LIBOR floor” or applicable to such Pari Term Loans prior to any increase in the Applicable Margin applicable to such Term B-1 Loans then outstanding. 

Section 6.03 Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it
shall sell or transfer any property, real or personal, used or 

  
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useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to
(i) Excluded Property, (ii) property owned by the Borrower or any Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 365 days of the acquisition of such
property or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by the Borrower or any Subsidiary Loan Party, (x) if such Sale
and Lease-Back Transaction is of property owned by the Borrower or any Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b) and (y) with
respect to any Sale and Lease-Back Transaction pursuant to this clause (b) with Net Proceeds in excess of $3,300,000 individually or $16,200,000 in the aggregate in any fiscal year, the requirements of the last paragraph of Section 6.05
shall apply to such Sale and Lease-Back Transaction to the extent provided therein. 
 Section 6.04 Investments, Loans and
Advances. (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities of any other
person, (ii) make any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of intercompany liabilities incurred in connection with the cash management, tax and accounting operations of the Borrower
and the Subsidiaries incurred in the ordinary course of business), or (iii) purchase or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property and assets or business of
another person or (y) assets constituting a business unit, line of business or division of such person (each of the foregoing, an “Investment”), except: 

(a) the ADT Transactions; 

(b) (i) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary;
(ii) intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary;
provided, that as at any date of determination, the aggregate outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) of (A) Investments made after the Closing Date
by the Loan Parties pursuant to subclause (i) in Subsidiaries that are not Subsidiary Loan Parties, plus (B) net outstanding intercompany loans made after the Closing Date by the Loan Parties to Subsidiaries that are not
Subsidiary Loan Parties pursuant to subclause (ii), plus (C) outstanding Guarantees by the Loan Parties of Indebtedness after the Closing Date of Subsidiaries that are not Subsidiary Loan Parties pursuant to
subclause (iii) (excluding for purposes of the calculation in this proviso any Investment made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 2.10 to 1.00, which
Investment shall be permitted under this Section 6.04(b) without regard to such calculation), shall not exceed the sum of (X) the greater of (1) $150,000,000 and (2) 0.05 times the EBITDA calculated on a Pro Forma Basis for the
then most recently ended Test Period plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of
any such Investment; 
 (c) Permitted Investments and Investments that were Permitted Investments when made; 

(d) Investments arising out of the receipt by the Borrower or any Subsidiary of
non-cash consideration for the Disposition of assets permitted under Section 6.05; 

  
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 (e) loans and advances to officers, directors, employees or consultants of the
Borrower or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of
$27,500,000 and 1.20% of Consolidated Total Assets as of the end of the then most recently ended Test Period, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such
person’s purchase of Equity Interests of Holdings (or any Parent Entity) solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity; 

(f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business
and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers
made in the ordinary course of business; 
 (g) Hedging Agreements entered into for
non-speculative purposes; 
 (h) Investments existing on, or contractually committed
as of, the Closing Date and set forth on Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above
the amount of such Investment existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date or as otherwise permitted by this Section 6.04);

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

(j) other Investments by the Borrower or any Subsidiary in an aggregate outstanding amount (valued at the time of the making
thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, plus
(Y) so long as no Default or Event of Default has occurred and is continuing, any portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.04(j)(Y) in a written notice of a
Responsible Officer thereof, which notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, and plus (Z) an amount equal
to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment pursuant to clause (X); provided, that if any
Investment pursuant to this Section 6.04(j) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such
person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and
not in reliance on this Section 6.04(j); 
 (k) Investments constituting Permitted Business Acquisitions; 

(l) intercompany loans between Subsidiaries that are not Loan Parties and Guarantees by Subsidiaries that are not Loan Parties
permitted by Section 6.01(m); 

  
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 (m) Investments received in connection with the bankruptcy or reorganization of,
or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower or a Subsidiary as a result of a foreclosure by the
Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; 

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

(r) Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the
contribution by Holdings, the Borrower or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided, that (i) the fair market value of such assets, determined in good faith by the
Borrower, so contributed pursuant to this clause (r) shall not in the aggregate exceed $13,500,000 and (ii) in respect of each such contribution, a Responsible Officer of the Borrower shall certify, in a form to be agreed upon by the
Borrower and the Administrative Agent (x) immediately after giving effect to such contribution, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) the fair market value (as determined in
good faith by the Borrower) of the assets so contributed and (z) that the requirements of clause (i) of this proviso remain satisfied; 

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

(t) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for
collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; 
 (u)
[reserved]; 
 (v) Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to
this Section 6.04); 

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

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

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

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

(cc) Investments in joint ventures; provided that the aggregate outstanding amount (valued at the time of the making
thereof and without giving effect to any write-downs or write-offs thereof) of Investments made after the Closing Date pursuant to this Section 6.04(cc) (excluding for purposes of the calculation in this proviso any Investment made at a time
when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 2.10 to 1.00, which Investment shall be permitted under this Section 6.04(cc) without regard to such calculation) shall not exceed
the sum of (X) the greater of $150,000,000 and 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, plus (Y) an aggregate amount equal to any returns (including dividends, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(cc) is made in any person
that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a
Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(cc); 

(dd) Investments in Similar Businesses in an aggregate outstanding amount (valued at the time of the making thereof, and
without giving effect to any write downs or write offs thereof) not to exceed the sum of (X) the greater of $150,000,000 and 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period plus
(Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any
Investment pursuant to this Section 6.04(dd) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such
person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and
not in reliance on this Section 6.04(dd); 

  
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 (ee) Investments in any Unrestricted Subsidiaries after giving effect to the
applicable Investments, in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the sum of (X) the greater of $75,000,000 and 0.025 times
the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(ee) is made in any person that was not a Subsidiary on the date on which such Investment was made but
becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the
extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(ee); and 

(ff) Investments made pursuant to the Merger Agreement. 

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

Section 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit
any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any
Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

 (a) (i) the purchase and Disposition of inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in each case in the ordinary course of business by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the
ordinary course of business by the Borrower or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Borrower), (iii) the Disposition of surplus, obsolete,
damaged or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary, (iv) assignments by the Borrower and any Subsidiary in connection with insurance arrangements of their rights and remedies
under, and with respect to, the Merger Agreement in respect of any breach by the Target of its representations and warranties set forth therein or (v) the Disposition of Permitted Investments in the ordinary course of business; 

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

(c) Dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any
Dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.04; 

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

(e) (i) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06
and (ii) any Disposition made pursuant to the Merger Agreement; 
 (f) Dispositions of defaulted receivables in the
ordinary course of business and not as part of an accounts receivables financing transaction; 
 (g) other Dispositions of
assets; provided, that the Net Proceeds thereof, if any, are applied in accordance with Section 2.11(b) to the extent required thereby; 

(h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted
Business Acquisition); provided, that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower is the surviving entity or the requirements of Section 6.05(n) are otherwise complied with; 

(i) leases, licenses or subleases or sublicenses of any real or personal property in the ordinary course of business; 

(j) Dispositions of inventory or Dispositions or abandonment of Intellectual Property of the Borrower and its Subsidiaries
determined in good faith by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of the Subsidiaries; 

(k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of clause (a) of the
definition of “Net Proceeds”; 

  
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 (l) the purchase and Disposition (including by capital contribution) of
Securitization Assets including pursuant to Permitted Securitization Financings; 
 (m) any exchange of assets for services
and/or other assets used or useful in a Similar Business of comparable or greater value; provided, that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business
activity permitted hereunder, (ii) in the event of a swap with a fair market value (as determined in good faith by the Borrower) in excess of $12,000,000, the Administrative Agent shall have received a certificate from a Responsible Officer of
the Borrower with respect to such fair market value and (iii) in the event of a swap with a fair market value (as determined in good faith by the Borrower) in excess of $18,000,000, such exchange shall have been approved by at least a majority
of the Board of Directors of Holdings or the Borrower; provided, further, that (A) no Default or Event of Default exists or would result therefrom, (B) the Net Proceeds, if any, thereof are applied in accordance with
Section 2.11(b) to the extent required thereby and (C) with respect to any exchange of assets for services, immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance; and 

(n) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be
continuing or would result therefrom, any Subsidiary or any other person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the surviving entity or (B) if the surviving
entity is not the Borrower (such other person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any
territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Holdings Guarantee and Pledge Agreement or the Subsidiary Guarantee Agreement, as applicable, confirmed
that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to any
applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation,
shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an
officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or
consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the Collateral and Guarantee Requirement to be covered in opinions of counsel (it being understood that if the foregoing
are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement). 
 Notwithstanding
anything to the contrary contained in Section 6.05 above, no Disposition of assets under Section 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred to in clause (b)(y) of Section 6.03, under
Section 6.05(d), shall be permitted unless (i) such Disposition is for fair market value (as determined in good faith by the Borrower), or if not for fair market value, the shortfall is permitted as an Investment under Section 6.04,
and (ii) at least 75% of the proceeds of such Disposition (except to Loan Parties) consist of cash or Permitted Investments; provided, that the provisions of this clause (ii) shall not apply to any individual transaction or
series of related transactions involving assets with a fair market value (as determined in good faith by the Borrower) of less than $20,000,000 or to other transactions involving assets with a fair market value (as determined in good faith by the
Borrower) of not more than the greater of $250,000,000 and 0.10 times the EBITDA calculated on 

  
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a Pro Forma Basis for the most recently ended Test Period in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of this
clause (ii), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the
transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by
the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its
Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this
clause (c) that is at that time outstanding, not to exceed the greater of $150,000,000 and 0.05 times the EBITDA calculated on a Pro Forma Basis for the Test Period ended immediately prior to the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to
subsequent changes in value). 
 Section 6.06 Dividends and Distributions. Declare or pay any dividend or make any other
distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the
issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or
acquire) any of the Borrower’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or
acquiring such shares) (all of the foregoing, “Restricted Payments”); provided, however, that: 

(a) Restricted Payments may be made to the Borrower or any Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more
favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests); 
 (b)
Restricted Payments may be made in respect of (i) overhead, legal, accounting and other professional fees and expenses of Holdings or any Parent Entity, (ii) fees and expenses related to any public offering or private placement of Equity
Interests or debt securities of Holdings or any Parent Entity whether or not consummated, (iii) franchise and similar taxes and other fees and expenses in connection with the maintenance of its (or any Parent Entity’s) existence and its
(or any Parent Entity’s indirect) ownership of the Borrower, (iv) payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (v) in respect of any taxable period for which the Borrower and/or any of its
Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group for U.S. federal and/or applicable state, local or foreign tax purposes of which a direct or indirect parent of the Borrower is the common parent, or for
which the Borrower is a disregarded entity for U.S. federal income tax purposes that is wholly owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local income tax purposes, distributions to any direct or
indirect parent of the Borrower in an amount not to exceed the amount of any U.S. federal, state, local or foreign taxes that the Borrower and/or its Subsidiaries, as applicable, would have paid for such taxable period had the Borrower and/or its
Subsidiaries, as applicable, been a stand-alone corporate taxpayer or a stand-alone corporate group, and (vi) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of
Holdings or any Parent Entity, in each case in order to permit Holdings or any Parent Entity to make such payments; provided, that in the case of subclauses (i) and (iii), the amount of such Restricted


  
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Payments shall not exceed the portion of any amounts referred to in such subclauses (i) and (iii) that are allocable to the Borrower and its Subsidiaries (which shall be 100% at
any time that, as the case may be, (x) Holdings owns no material assets other than the Equity Interests of the Borrower and assets incidental to such equity ownership or (y) any Parent Entity owns directly or indirectly no material assets
other than Equity Interests of Holdings and any other Parent Entity and assets incidental to such equity ownership); 
 (c)
Restricted Payments may be made to Holdings, the proceeds of which are used to purchase or redeem the Equity Interests of Holdings or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or
former directors, consultants, officers or employees of any Parent Entity, Holdings, the Borrower or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or
termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided, that the aggregate amount of such purchases or redemptions under this clause
(c) shall not exceed in any fiscal year $24,000,000 (which shall increase to $48,000,000 subsequent to a Qualified IPO) (plus (x) the amount of net proceeds contributed to the Borrower that were (x) received by Holdings or any
Parent Entity during such calendar year from sales of Equity Interests of Holdings or any Parent Entity to directors, consultants, officers or employees of Holdings, any Parent Entity, the Borrower or any Subsidiary in connection with permitted
employee compensation and incentive arrangements; provided, that such proceeds are not included in any determination of the Cumulative Credit, (y) the amount of net proceeds of any key-man life
insurance policies received during such calendar year, and (z) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings, any Parent Entity, the Borrower or the Subsidiaries in connection
with the ADT Transactions that are foregone in return for the receipt of Equity Interests), which, if not used in any year, may be carried forward to any subsequent calendar year; and provided, further, that cancellation of
Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, any Parent Entity, the Borrower or its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any Parent Entity will not be deemed
to constitute a Restricted Payment for purposes of this Section 6.06; 
 (d) any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; 

(e) so long as (i) no Default or Event of Default has occurred and is continuing and (ii) after giving effect to such
Restricted Payment, the Net Total Leverage Ratio on a Pro Forma Basis is not greater than 3.60 to 1.00, Restricted Payments may be made in an aggregate amount equal to a portion of the Cumulative Credit on the date of such election that the Borrower
elects to apply to this Section 6.06(e), which such election shall (unless such Restricted Payment is made pursuant to clause (a) of the definition of “Cumulative Credit”) be set forth in a written notice of a Responsible Officer
of the Borrower, which notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; 

(f) Restricted Payments may be made in connection with the consummation of the ADT Transactions; 

(g) Restricted Payments may be made to pay, or to allow Holdings or any Parent Entity to make payments, in cash, in lieu of the
issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person; 

  
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 (h) after a Qualified IPO, Restricted Payments may be made to pay, or to allow
Holding or any Parent Entity to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount per annum no greater than 6% of the net proceeds received by the Borrower, Holdings or any Parent Entity
from any public offering of Equity Interests of the Borrower, Holdings or any Parent Entity; 
 (i) Restricted Payments may
be made to Holdings or any Parent Entity to finance any Investment that if made by the Borrower or any Subsidiary directly would be permitted to be made pursuant to Section 6.04; provided, that (A) such Restricted Payment shall be
made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the
Borrower or a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business
Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10; 
 (j) other Restricted
Payments, combined with payments and distributions under Section 6.09(b)(i)(G), may be made in an aggregate amount not to exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis for the Test Period ended
immediately prior to the date of such Restricted Payment; provided, that no Event of Default shall have occurred and be continuing; 

(k) [reserved]; 

(l) Restricted Payments may be made with Excluded Contributions; and 

(m) other Restricted Payments so long as, immediately after giving effect to such payment or distribution on a Pro Forma Basis,
the Net Total Leverage Ratio is not greater than 1.85 to 1.00; provided, that no Event of Default shall have occurred and be continuing; and 

(n) Restricted Payments constituting the Special Dividend. 

Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted
Payment or the consummation of any redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment
would have complied with the provisions of this Agreement. 
 Section 6.07 Transactions with Affiliates. (a) Sell or
transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrower, Holdings, and the Subsidiaries or any person that becomes a
Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving aggregate consideration in excess of $33,000,000, unless such transaction is (i) otherwise permitted (or required) under this Agreement
or (ii) upon terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is
not an Affiliate, as determined by the Board of Directors of the Borrower or such Subsidiary in good faith. 
 (b) The
foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this Agreement, 

  
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 (i) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Holdings or of the Borrower, 

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

(iv) the payment of fees, reasonable
out-of-pocket costs and indemnities to directors, officers, consultants and employees of Holdings, any Parent Entity, the Borrower and the Subsidiaries in the ordinary
course of business (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are allocable to the Borrower and its Subsidiaries (which (x) shall be 100% for so long as Holdings or such Parent Entity, as the case
may be, owns no assets other than the Equity Interests of the Borrower, Holdings or any Parent Entity and assets incidental to the ownership of the Borrower and its Subsidiaries and (y) in all other cases shall be as determined in good faith by
management of the Borrower)), 
 (v) subject to the limitations set forth in Section 6.07(b)(xiv), if applicable, the
ADT Transactions and any transactions pursuant to the Transaction Documents and permitted transactions, agreements and arrangements in existence on the Closing Date and, to the extent involving aggregate consideration in excess of $7,000,000, set
forth on Schedule 6.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by
the Borrower in good faith), 
 (vi) (A) any employment agreements entered into by the Borrower or any of the Subsidiaries in
the ordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employee
compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto, 

(vii) Restricted Payments permitted under Section 6.06, including payments to Holdings (and any Parent Entity), and
Investments permitted under Section 6.04, 
 (viii) any purchase by Holdings of the Equity Interests of the Borrower;
provided, that any Equity Interests of the Borrower purchased by Holdings (prior to a Qualified IPO of the Borrower) shall be pledged to the Collateral Agent (and deliver the relevant certificates or other instruments (if any) representing
such Equity Interests to the Collateral Agent) on behalf of the Lenders to the extent required by the Collateral Agreement, 

(ix) payments by the Borrower or any of the Subsidiaries to the Fund or any Fund Affiliate made for any financial advisory,
financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the Borrower in
good faith, 

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

(xii) subject to subclause (xiv) below, if applicable, the payment of all fees, expenses, bonuses and awards related
to the ADT Transactions, including fees to the Fund or any Fund Affiliate, 
 (xiii) transactions with joint ventures for the
purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, 
 (xiv)
any agreement to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Fund or any Fund Affiliate (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the
greater of $25,000,000 and 1% of EBITDA for any such fiscal year, plus reasonable out of pocket costs and expenses in connection therewith in any fiscal year and unpaid amounts for any prior periods from and including the fiscal year in which
the Closing Date occurs; plus (2) any deferred, accrued or other fees in respect of any fiscal years from and including the fiscal year in which the Closing Date occurs (to the extent such fees in the aggregate do not exceed the amounts
described in clause (A)(1) above in respect of such fiscal years), plus (B) 1% of the value of transactions (including, for the avoidance of doubt, the ADT Transactions) with respect to which the Fund or any Fund Affiliate provides
any transaction, advisory or other services, plus (C) so long as no Event of Default has occurred and is continuing, the present value of all future amounts payable pursuant to any agreement referred to in clause (A)(1) above
in connection with the termination of such agreement with the Fund and its Fund Affiliates; provided, that if any such payment pursuant to clause (C) is not permitted to be paid as a result of an Event of Default, such payment shall
accrue and may be payable when no Events of Default are continuing to the extent that no further Event of Default would result therefrom, 

(xv) the issuance, sale or transfer of Equity Interests of the Borrower or any Subsidiary to Holdings (or any Parent Entity)
and capital contributions by Holdings (or any Parent Entity) to the Borrower or any Subsidiary, 
 (xvi) the issuance of
Equity Interests to the management of Holdings, any Parent Entity, the Borrower or any Subsidiary in connection with the ADT Transactions, 

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

(xviii) transactions pursuant to any Permitted Securitization Financing, 

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

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

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

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

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

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

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

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


  
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 (b) (i) Make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of, or in respect of, principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing, except for: 

(A) Refinancings with any Indebtedness permitted to be incurred under Section 6.01; 

(B) payments of regularly-scheduled interest and fees due thereunder, other
non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting “applicable
high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then in effect, principal on the scheduled maturity date of any Junior Financing (or within twelve months thereof);

 (C) payments or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to
the Borrower by Holdings from the issuance, sale or exchange by Holdings (or any Parent Entity) of Equity Interests that are not Disqualified Stock made within eighteen months prior thereto; provided, that such proceeds are not included in
any determination of the Cumulative Credit; 
 (D) the conversion of any Junior Financing to Equity Interests of the
Borrower, Holdings or any Parent Entity; 
 (E) so long as (1) no Event of Default has occurred and is continuing and
(2) after giving effect to such payments or distributions, the Net Total Leverage Ratio on a Pro Forma Basis is not greater than 3.60 to 1.00, payments or distributions in respect of Junior Financings prior to any scheduled maturity made, in an
aggregate amount, not to exceed a portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.09(b)(i)(E) in a written notice of a Responsible Officer thereof, which notice shall set forth
calculations in reasonable detail of the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; 

(F) other payments and distributions in an aggregate amount (valued at the time of the making thereof and without giving
effect to any write-downs or write-offs thereof) not to exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided, that no Event of Default shall have
occurred and be continuing; 
 (G) other payments and distributions, combined with payments and distributions under
Section 6.06(j), may be made in an aggregate amount not to exceed the greater of $350,000,000 and 0.12 times the EBITDA calculated on a Pro Forma Basis for the Test Period ended immediately prior to the date of such payments and distributions;
provided, that no Event of Default shall have occurred and be continuing; and 
 (H) other payments and distributions
so long as, immediately after giving effect to such payment or distribution on a Pro Forma Basis, the Net Total Leverage Ratio is not greater than 1.85 to 1.00; provided, that no Event of Default shall have occurred and be continuing; or 

(ii) Amend or modify, or permit the amendment or modification of, any provision of any Junior Financing that constitutes
Material Indebtedness, or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are not materially adverse to Lenders when taken as a whole (as determined in good faith


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

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

(D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary
course of business; 
 (E) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the
extent that such restrictions apply only to the property or assets securing such Indebtedness; 
 (F) any restrictions imposed by any
agreement relating to Indebtedness incurred pursuant to Section 6.01 or Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions
contained in this Agreement or are market terms at the time of issuance (in each case as determined in good faith by the Borrower); 
 (G)
customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course of business; 

(H) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; 

(I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; 

(J) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset
permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition; 
 (K) customary
restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions
and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09; 

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

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

(P) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; 

(Q) restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; and 

(R) any encumbrances or restrictions of the type referred to in Section 6.09(c)(i) and 6.09(c)(ii) above imposed by any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements to the contracts, instruments or obligations referred to in clauses (A) through (Q) above;
provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in the good faith judgment of the Borrower, no more restrictive with respect to
such dividend and other payment restrictions than those contained in the dividend or other payment restrictions as contemplated by such provisions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement, refinancing or similar arrangement. 
 Section 6.10 Fiscal Year. In the case of the Borrower, permit any change to
its fiscal year without prior notice to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such
change in fiscal year. 
 Section 6.11 Financial Covenant. With respect to the Revolving Facilities only, permit the Net First
Lien Leverage Ratio as of the last day of any fiscal quarter (beginning with the end of the first fiscal quarter after the Closing Date), solely to the extent that on such date the Testing Condition is satisfied, to exceed 3.30 to 1.00. 

ARTICLE VIA 
 Holdings Negative
Covenants 
 Holdings (prior to a Qualified IPO) hereby covenants and agrees with each Lender that, from and after the Closing Date and
until the Termination Date, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien other 

  
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than (i) Liens created under the Loan Documents and (ii) Liens not prohibited by Section 6.02 on any of the Equity Interests issued by the Borrower held by Holdings and
(b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default has occurred and is continuing or would result therefrom,
Holdings may merge with any other person (and if it is not the survivor of such merger, the survivor shall assume Holdings’ obligations, as applicable, under the Loan Documents). 

ARTICLE VII 
 Events of
Default 
 Section 7.01 Events of Default. In case of the happening of any of the following events (each, an “Event
of Default”): 
 (a) any representation or warranty made or deemed made by the Borrower or any Subsidiary Loan Party
herein or in any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made and such false or misleading representation or
warranty (if curable) shall remain false or misleading for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; provided, that the failure of any representation or warranty made or deemed made by any Loan
Party (other than the representations and warranties referred to in Section 5(n) of the First Incremental Assumption and Amendment Agreement) to be true and correct in any material respect on the Closing Date will not constitute an Event of
Default hereunder; 
 (b) default shall be made in the payment of any principal of any Loan when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 

(c) default shall be made in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement
or in the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of
five Business Days; 
 (d) default shall be made in the due observance or performance by the Borrower of any covenant,
condition or agreement contained in, Section 5.01(a), 5.05(a) or 5.08 or in Article VI; provided, that the failure to observe or perform the Financial Covenant shall not in and of itself constitute an Event of Default with respect
to any Term Facility; 
 (e) default shall be made in the due observance or performance by Holdings (prior to a Qualified
IPO) of Article VIA or by the Borrower or any of the Subsidiary Loan Parties of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (b), (c) and (d) above) and such default shall
continue unremedied for a period of 30 days (or 60 days if such default results solely from the failure of a Subsidiary that is not a Loan Party to duly observe or perform any such covenant, condition or agreement) after notice thereof from the
Administrative Agent to the Borrower; 
 (f) (i) any event or condition occurs that (A) results in any Material
Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require 

  
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the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that any breach of the Financial Covenant giving rise to an event described in
clause (B) above shall not, by itself, constitute an Event of Default under any Term Facility unless the Revolving Facility Lenders have terminated the Revolving Facility Commitment and have accelerated any Revolving Facility Loans then
outstanding as a result of such breach; or (ii) the Borrower or any of the Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f) shall not
apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness; 
 (g) there shall have occurred a Change in Control; 

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

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

(j) the failure by the Borrower or any Material Subsidiary to pay one or more final judgments aggregating in excess of
$84,000,000 (to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or
properties of the Borrower or any Material Subsidiary to enforce any such judgment; 
 (k) (i) an ERISA Event shall have
occurred, (ii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iii) the Borrower or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or (iv) the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, would reasonably be
expected to have a Material Adverse Effect; or 

  
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 (l) (i) any Loan Document shall for any reason be asserted in writing by
Holdings (prior to a Qualified IPO of the Borrower), the Borrower or any Subsidiary Loan Party not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and
to extend to assets that constitute a material portion of the Collateral shall cease to be, or shall be asserted in writing by the Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected as or having the
priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except to the extent that any such
loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests of Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent to
maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements or take the actions described on Schedule 3.04 and except to
the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) a material portion of the Guarantees pursuant to the Security
Documents by Holdings (prior to a Qualified IPO of the Borrower) or the Subsidiary Loan Parties guaranteeing the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in
writing by Holdings (prior to a Qualified IPO of the Borrower) or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations (other than in accordance with the terms thereof); provided, that no Event of
Default shall occur under this Section 7.01(l) if the Loan Parties cooperate with the Collateral Agent to replace or perfect such security interest and Lien, such security interest and Lien is replaced and the rights, powers and privileges of
the Secured Parties are not materially adversely affected by such replacement; 
 then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of
the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) if the Loans have been declared due and
payable pursuant to clause (ii) above, demand Cash Collateral pursuant to Section 2.05(j); and in any event with respect to the Borrower described in clause (h) or (i) above, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable
and the Administrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. 
 For purposes of clauses (h) and
(i) of this Section 7.01, “Material Subsidiary” shall mean any Subsidiary that would not be an Immaterial Subsidiary under clause (a) of the definition thereof. 

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

Section 7.03 Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the
Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity
shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure
Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which
EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount
equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five
times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no
pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through
prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent
accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower
shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of
the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. 

  
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 ARTICLE VIII 

The Agents 

Section 8.01 Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on
behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to
Secured Cash Management Agreements and Secured Hedge Agreements) and, to the extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party (for all purposes of this Article VIII and Article IX, by virtue of its acceptance of
the benefits of the Loan Documents) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other
Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to
the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document
governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent. 
 (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender
and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its
Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and, to the extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party hereby appoints and authorizes the
Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are
reasonably incidental thereto. In this connection, the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as
though the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. 

Section 8.02 Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their respective duties
under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) by or through agents, employees or
attorneys-in-fact) and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be
responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Each Agent may also from time to time, when it deems
it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”) 

  
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with respect to all or any part of the Collateral; provided, that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent
expressly authorized in writing by the Administrative Agent or the Collateral Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by an Agent to more fully or certainly vest in
and confirm to such Subagent such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. If any Subagent, or
successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent or the
Collateral Agent until the appointment of a new Subagent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that
it selects with reasonable care. 
 Section 8.03 Exculpatory Provisions. None of the Agents, or their respective Affiliates or
any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. No Agent shall be
under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Loan Party. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other
implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (b) no Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for
the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. The Agents shall be deemed not to have knowledge of any Default or
Event of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. No Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents,
(v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent. 
 Section 8.04 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and
to have been signed, sent or otherwise 

  
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authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, each Agent may presume that such condition is
satisfactory to such Lender or Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to such Credit Event. Each Agent may consult with legal counsel (including counsel to Holdings or the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may deem and treat the Lender
specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 

Section 8.05 Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless such Agent has received written notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the
event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 

Section 8.06 Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank
expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any
Lender. Each Lender and Issuing Bank represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of,
and investigation into the business, operations, property, financial and other condition and creditworthiness of, the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the business, 

  
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operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. 

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

Section 8.08 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and
generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated
in, by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall
include each Agent in its individual capacity. 
 Section 8.09 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents,
then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower, not to be unreasonably withheld or delayed (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be
continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s


  
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rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this
Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral
security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement and the other Loan Documents. 
 Section 8.10 Arrangers, Syndication
Agents and Documentation Agents. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the persons named on the cover page hereof or the Fourth Amended and Restated Credit Agreement, the Third
Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement as Joint Bookrunner, Joint Lead Arranger,
Co-Manager, Syndication Agent or Documentation Agent is named as such for recognition purposes only, and in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to
this Agreement or any other Loan Document (or the Fourth Amended and Restated Credit Agreement and the “Loan Documents” (as defined in the Fourth Amended and Restated Credit Agreement) or the Third Amended and Restated Credit Agreement and
the “Loan Documents” (as defined in the Third Amended and Restated Credit Agreement) or the Second Amended and Restated Credit Agreement and the “Loan Documents” (as defined in the Second Amended and Restated Credit Agreement) or
the First Amended and Restated Credit Agreement and the “Loan Documents” (as defined in the First Amended and Restated Credit Agreement) or the Original Credit Agreement and the “Loan Documents” (as defined in the Original Credit
Agreement)), except that each such person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them in Section 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein). 

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

The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of
any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any First Lien/First Lien Intercreditor Agreement, the First Lien/Second Lien
Intercreditor Agreement, any other Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the holders of
Indebtedness that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof (any of the
foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether
any such other Liens are not prohibited and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions
contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 6.01 hereof to extend credit to
the Loan Parties and such persons are intended 

  
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third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any
property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses (c)(i), (i), (j) and (aa) of Section 6.02 or
Section 6.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property
or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the
Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or
agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and
(B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09(c). 

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

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

ARTICLE IX 
 Miscellaneous

 Section 9.01 Notices; Communications. (a) Except as provided in Section 9.01(b), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or other electronic means as follows: 

(i) if to any Loan Party, the Administrative Agent, the Issuing Banks as of the Closing Date or the Swingline Lender to the
address, telecopier number, or electronic mail address on Schedule 9.01; and 
 (ii) if to any other Lender or
any other Issuing Bank, to the address, telecopier number or electronic mail address specified in its Administrative Questionnaire. 

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II
if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. 

(c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next
Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b). 

  
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 (d) Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. 
 (e) Documents required to be delivered pursuant to
Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on
the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that
(A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender, and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

Section 9.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in
the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank
and shall survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall continue in
full force and effect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and
9.05) shall survive the Termination Date. 
 Section 9.03 Binding Effect. This Agreement shall become effective when it shall
have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall
be binding upon and inure to the benefit of Holdings, the Borrower, the Administrative Agent, each Issuing Bank and each Lender and their respective permitted successors and assigns. 

Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) except as permitted by Section 6.05, the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than


  
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the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
clause (c) of this Section 9.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement or the other Loan Documents. 
 (b) (i) Subject to the conditions set forth in subclause (ii) below, any
Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or delayed) of: 
 (A) the Borrower, which consent, with
respect to the assignment of a Term B-1 Loan, will be deemed to have been given if the Borrower has not responded within 10 Business Days after the delivery of any request for such consent;
provided, that no consent of the Borrower shall be required for an assignment of a Term B-1 Loan to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or in the case of assignments
during the primary syndication of the Commitments and Loans to persons identified to and agreed by the Borrower in writing prior to the Closing Date, or for an assignment of a Revolving Facility Commitment or Revolving Facility Loan to a Revolving
Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with respect to a Revolving Facility Lender, or, in each case, if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing, any
other person; and 
 (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be
required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, the Borrower or an Affiliate of the Borrower made in accordance with Section 9.04(i) or Section 9.21; and 

(C) the Issuing Banks and the Swingline Lender; provided, that no consent of the Issuing Banks and the Swingline Lender
shall be required for an assignment of all or any portion of a Term Loan. 
 (ii) Assignments shall be subject to the
following additional conditions: 
 (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of Term Loans and
(y) $5,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of the Borrower and the Administrative Agent otherwise consent; provided, that
such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any; 

(B) the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Acceptance
via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in each case together
with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the reasonable discretion of the Administrative Agent); 

  
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 (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and 

(D) the Assignee shall not be the Borrower or any of the Borrower’s Affiliates or Subsidiaries except in accordance with
Section 9.04(i) or Section 9.21. 
 For the purposes of this Section 9.04, “Approved Fund” shall mean
any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its
rights and obligations under this Agreement to (A) any Ineligible Institution, (B) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons
described in this clause (B), or (C) a natural person. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether
any Lender or potential Lender is an Ineligible Institution and the Administrative Agent shall have no liability with respect to any assignment made to an Ineligible Institution. Any assigning Lender shall, in connection with any potential
assignment, provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default under
Section 7.01(b), (c), (h) or (i) has occurred and is continuing. 
 (iii) Subject to acceptance and recording
thereof pursuant to subclause (v) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.05 (subject to the limitations and requirements of those Sections)); provided, that an Assignee shall not be entitled to receive any greater payment pursuant to Section 2.17 than the applicable
Assignor would have been entitled to receive had no such assignment occurred. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 9.04 (except to the extent such participation is not permitted by such clause (d) of this
Section 9.04, in which case such assignment or transfer shall be null and void). 
 (iv) The Administrative Agent,
acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans and Revolving L/C Exposure 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 

  
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Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender 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, the Issuing Banks, the Swingline Lender and any Lender, at any reasonable time and from time to
time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section, if applicable,
and any written consent to such assignment required by clause (b) of this Section and any applicable tax forms, the Administrative Agent shall accept such Assignment and Acceptance and promptly record the information contained therein in
the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subclause (v). 

(c) [Reserved]. 

(d) (i) Any Lender may, without the consent of any other party hereto (including the Borrower or the Administrative Agent),
sell participations in Loans and Commitments to one or more banks or other entities other than (I) any Ineligible Institution (to the extent that the list of Ineligible Institutions has been made available to all Lenders) or (II) any
Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (II) (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided, that (x) such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver that both (1) requires the consent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso
to Section 9.08(b) and (2) directly affects such Participant (but, for the avoidance of doubt, not any waiver of any Default or Event of Default) and (y) no other agreement with respect to amendment, modification or waiver may exist
between such Lender and such Participant. Subject to clause (d)(iii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations
and requirements of those Sections and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 9.04. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided, that such Participant shall be subject to Section 2.18(c) as though it were a Lender. Notwithstanding the foregoing, each Loan
Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Participant or potential Participant is an Ineligible Institution and the Administrative Agent shall
have no liability with respect to any participation made to an Ineligible Institution. 

  
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 (ii) Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest amounts of each Participant’s interest in
the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto shall treat each person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Without limitation of the requirements of Section 9.04(d), no Lender shall have any
obligation to disclose all or any portion of a Participant Register to any person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under any
Loan Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Loan Obligation is in registered form for U.S. federal income tax purposes or is otherwise required by applicable law. For the
avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(iii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, which consent shall
state that it is being given pursuant to this Section 9.04(d)(iii); provided, that each potential Participant shall provide such information as is reasonably requested by the Borrower in order for the Borrower to determine whether to
provide its consent. 
 (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over it and in the case of any Lender that is an Approved
Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 9.04 shall not apply to any such pledge or
assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

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

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

(j) Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation
and extinguishment of such Term Loans and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Administrative Agent that the Register be updated to record such event as if it were a prepayment of such Loans. 

(k) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent, each Issuing Bank, the Swingline Lender or any other 

  
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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 Swingline Loans in
accordance with its Revolving Facility Percentage; provided that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Section 9.05 Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation of this Agreement and the other
Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including the reasonable fees, charges
and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, the Collateral Agent, the Arrangers and the Co-Manager, and, if necessary, the reasonable fees,
charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Issuing
Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and
disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of
interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another firm of such for such
affected person). 
 (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Manager, the Joint Bookrunners, each Issuing Bank, each Lender, the Syndication Agents, the Documentation Agents, each of their respective Affiliates, successors and assignors, and each of their respective
directors, officers, employees, agents, trustees, advisors and members (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel
in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains
its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another firm of counsel for such affected Indemnitee)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or
as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations
thereunder or the consummation of the ADT Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit (including any refusal by any Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any violation of or liability under Environmental Laws by the Borrower or any
Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary or (v) any claim,
litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries
or Affiliates; provided, that such indemnity shall not, as to any 

  
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Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final,
non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a
material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or
(z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other
than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, any Issuing Bank, any Arranger or the Co-Manager in its capacity as such). None of the Indemnitees (or any
of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive
damages, which may be alleged as a result of the Facilities or the ADT Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement,
indemnification or other amount requested. 
 (c) Except as expressly provided in Section 9.05(a) with respect to Other
Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from
a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15. 

(d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waive, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby. 
 (e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the
Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. 

Section 9.06 Right of Set-off. If an Event of Default shall have occurred and be
continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings
(prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by 

  
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such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the
obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender
and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have. 

Section 9.07 Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

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

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified
except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings (prior to a Qualified IPO), the Borrower and the Required Lenders (or, (A) in
respect of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather
than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than the Required Lenders), and (z) in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall: 

(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan
or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly


  
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adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such
modification); provided, that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i), 

(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees, any other Fees
or prepayment premium of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that
waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender
for purposes of this clause (ii), 
 (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any
Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the
foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), 

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

(vi) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their
respective Guarantees under the Subsidiary Guarantee Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted
by this Agreement, without the prior written consent of each Lender other than a Defaulting Lender; 
 (vii) effect any
waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent
of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of
any prepayment or Commitment reduction still required to be made is not changed); 

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

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of
any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 
 (c)
Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any
Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the
Secured Parties, to include holders of Other First Liens in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest
for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document. 

(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the
Required Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations
in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees and other obligations in respect thereof and (b) to
include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility Lenders. 

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

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to
ensure that all Term Loans established pursuant to 

  
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Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are
included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New
Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but
without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the
Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the
aggregate principal amount of all Class Loans on the Applicable Date. 
 (g) With respect to the incurrence of any
secured or unsecured Indebtedness (including any Intercreditor Agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least
three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description
of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which
certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into
account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate
and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been
satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to
make such determinations. 
 (h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified
with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings (prior to a Qualified IPO) and the Borrower with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving
Facility Loans, Swingline Loans and Letters of Credit and (ii) the provisions of Section 6.11. 
 (i)
Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, the Administrative Agent, Holdings and the Borrower to the extent necessary to integrate any Alternate Currency with respect to
the Revolving Facility Loans or the Letters of Credit. 
 Section 9.09 Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided, that
such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation. 

  
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 Section 9.10 Entire Agreement. This Agreement, the other Loan Documents and the
agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the
subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the 2015 Fee Letter, the 2016 Fee Letter, the June 2016 Engagement Letter, the December 2016 Engagement Letter, the January 2017
Engagement Letter and the June 2017 Engagement Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to
confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. 

Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11. 

Section 9.12 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan
Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

Section 9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original
but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission
pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. 

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

Section 9.15 Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and
unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any
Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York
County, and of the United States District Court of the Southern District of 

  
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New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in
respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment
in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any
right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the
courts of any jurisdiction. 
 (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York
State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

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

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

  
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 Section 9.17 Platform; Borrower Materials. The Borrower hereby acknowledges that
(a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (or, if Holdings is not at the time a public reporting company, material information of a type that would not reasonably be expected to be publicly available if Holdings was a public reporting
company) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Co-Manager, the Issuing Banks and the Lenders to treat such Borrower Materials as solely containing information that is either (A) publicly available information or (B) not material (although it may be
sensitive and proprietary) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (provided, however, that such Borrower
Materials shall be treated as set forth in Section 9.16, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.” 
 Section 9.18 Release of Liens and
Guarantees. 
 (a) The Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens
granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii) upon the Disposition of such
Collateral by any Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any
Loan Party upon its reasonable request without further inquiry); provided that, for the avoidance of doubt, with respect to any Disposition constituting an operating lease or license, the underlying property retained by such Loan Party will
not be so released, (iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it
by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be
required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the
Holdings Guarantee and Pledge Agreement, the Subsidiary Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without
further inquiry), (vi) as provided in Section 8.11 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), and (vii) as
required by the Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair
the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of
which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. 

  
 173 








 (b) In addition, (i) the Lenders, the Issuing Banks and the other Secured
Parties hereby irrevocably agree that the Guarantors shall be automatically released from the Guarantees upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary Loan Party or
otherwise becoming an Excluded Subsidiary (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), and (ii) immediately prior to the
consummation of a Qualified IPO of the Borrower, the Guarantee incurred by Holdings of the Obligations shall automatically terminate and Holdings shall be released from its obligations under the Loan Documents, shall cease to be a Loan Party and any
Liens created by any Loan Documents on any assets or Equity Interests owned by Holdings shall automatically be released (unless, in each case, the Borrower shall elect in its sole discretion that such release of Holdings shall not be effected). 

(c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral
Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all
without the further consent or joinder of any Lender or any other Secured Party. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be made. In connection
with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be
reasonably requested by the Borrower and at the Borrower’s expense in connection with the release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided, that the Administrative Agent shall
have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. 

(d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, upon request
of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and
to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements and (ii) any contingent
indemnification obligations or expense reimbursement claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative
Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby
shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release
security interest in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d). 

  
 174 








 (e) Obligations of the Borrower or any of its Subsidiaries under any Secured Cash
Management Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long
as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement or Secured Cash Management
Agreement. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements or any Secured Cash Management
Agreements. 
 Section 9.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to
convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other person who may be entitled thereto under applicable law). 

Section 9.20 USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and
address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. 

Section 9.21 Affiliate Lenders. 

(a) Each Lender who is an Affiliate of the Borrower, excluding (x) Holdings, the Borrower and their respective
Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrower, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund
Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21), in connection with any (i) consent (or decision not to consent) to any
amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, the Collateral
Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action (1) described in
clauses (i), (ii), (iii) or (iv) of the first proviso of Section 9.08(b) or (2) that adversely affects such Affiliate Lender (in its capacity as a 

  
 175 








 
Lender) in a disproportionately adverse manner as compared to other Lenders, such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as
the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate
Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the
Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a). 

(b) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (1) attend
(including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (2) receive any information or material prepared by
Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, (3) make or
bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or
obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents, (4) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the aggregate would own Term
Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans then outstanding or (5) purchase any Revolving Facility Loans or Revolving Facility Commitments. It shall be a condition precedent to
each assignment to an Affiliate Lender that such Affiliate Lender shall have (x) represented to the assigning Lender in the applicable Assignment and Acceptance, and notified the Administrative Agent, that it is (or will be, following the
consummation of such assignment) an Affiliate Lender and that the aggregate amount of Term Loans held by it giving effect to such assignments shall not exceed the amount permitted by clause (d) of the preceding sentence and (y) represented
in the applicable Assignment and Acceptance that it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, the
Borrower, its Subsidiaries or their respective securities (or, if Holdings is not at the time a public reporting company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public
reporting company) that (A) has not been disclosed to the assigning Lender or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with
respect to Holdings, the Borrower or its Subsidiaries) and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision make such assignment. 

Section 9.22 Agency of the Borrower for the Loan Parties. Each of the other Loan Parties hereby appoints the Borrower as its agent
for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and therein and all modifications
hereto and thereto. 
 Section 9.23 No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any
Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or
all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents 

  
 176 








 
that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable
judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a
Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank 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. 

Section 9.24 Acknowledgment and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA 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 EEA Financial Institution, its parent undertaking, 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 any EEA Resolution Authority. 

Section 9.25 Fourth Amended and Restated Credit Agreement; Effectiveness of Amendment and Restatement. On and after the Fifth
Amendment Agreement Effective Date, all obligations of the Loan Parties under the Fourth Amended and Restated Credit Agreement shall become obligations of the Loan Parties hereunder and the provisions of the Fourth Amended and Restated Credit
Agreement shall be superseded by the provisions hereof except for provisions under the Fourth Amended and Restated Credit Agreement that expressly survive the termination thereof. The parties hereto acknowledge and agree that (a) the amendment
and restatement of the Fourth Amended and Restated Credit Agreement pursuant to this Agreement and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Fourth Amended and Restated Credit
Agreement and the other Loan Documents as in effect prior to the Fifth Amendment Agreement Effective Date and (b) all references in the other Loan Documents to the Fourth Amended and Restated Credit Agreement shall be deemed to refer without
further amendment to this Agreement. 

  
 177 








 EXHIBIT A 

FORM OF ASSIGNMENT AND ACCEPTANCE 

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services Borrower, LLC, a
Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse,
from the Assignor, effective as of the Effective Date set forth below (the “Effective Date”) (but not prior to the registration of the information contained herein in the Register pursuant to Section 9.04(b)(v) of the Credit
Agreement), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts and percentages
set forth below of (i) the Commitments of the Assignor on the Effective Date set forth below and (ii) the Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes and
agrees to be bound by all the representations, warranties and agreements set forth in Exhibit A hereto. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the
extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 
 2. Pursuant to
Section 9.04(b)(ii) of the Credit Agreement, this Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if required by Section 9.04(b)(ii)(B) of the Credit Agreement, a processing and recordation
fee of $3,500 and (ii) if the Assignee is not already a Lender under the Credit Agreement, a completed Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17 of the Credit Agreement. 

3. This Assignment and Acceptance and any claims, controversy, dispute or causes of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Assignment and Acceptance shall be construed in accordance with and governed by the laws of the State of New York, without regard to any principle of conflicts of law that could require the application of any
other law. 
  

			
	Date of Assignment:	 	  


  

			
	Legal Name of Assignor (“Assignor”):	 	  



  
 A-1 









					
	Legal Name of Assignee (“Assignee”)1 :	 	  

			
	Assignee’s Address for Notices:	 	 	 	 
			
	 	 	 	 	 
		
	Effective Date of Assignment:	 	  



 

							
	 Facility/Commitment
	  	Principal Amount
Assigned2	  	Percentage Assigned of
Commitment (set forth, to
at least 8 decimals, as a
percentage of the
Facility
and the Aggregate
Commitments of all
Lenders thereunder)	 
	 Term B Loans
	  	$	  	 	            	% 
	 Term B-1 Loans
	  	$	  	 	            	% 
	 Initial Revolving Loans/ Commitments
	  	$	  	 	            	% 
	 2016 Revolving Loans/ Commitments
	  	$	  	 	            	% 

 [Remainder of page intentionally left blank] 

 

	1 	For each Assignee, indicate if it is an Affiliate or an Approved Fund of [identify Lender]. 


	2 	Minimum amount of Commitments and/or Loans assigned is governed by Section 9.04(b)(ii) of the Credit Agreement. 


  
 A-2 









							
	The terms set forth above are hereby agreed	 		 	
	to:	 		 	Accepted3
		
	                                , as Assignor	 	 [BARCLAYS BANK PLC,
 as
Administrative Agent]4

		 		 		 	
	by:	 	                                      
                                  	 		 	
		 	Name:	 		 	
		 	Title:	 	by:	 	  

		 		 		 	Name:
	                                , as Assignee	 		 	Title:
			
	by:	 	                                      
                                  	 	[INSERT NAME,
		 	Name:	 	as Swingline Lender]
		 	Title:	 		 	
		 		 	by:	 	  

		 		 		 	Name:
		 		 		 	Title:
			
		 		 	[INSERT NAME,
		 		 	as Issuing Bank]5
				
		 		 	by:	 	  

		 		 		 	Name:
		 		 		 	Title:
			
		 		 	[PRIME SECURITY SERVICES
		 		 	BORROWER, LLC,
		 		 	as Borrower]6
				
		 		 	by:	 	  

		 		 		 	Name:
		 		 		 	Title:

  

	3 	To be completed to the extent consents are required under Section 9.04(b)(i) of the Credit Agreement. 


	4 	Consent of the Administrative Agent shall not be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, the Borrower or an Affiliate of the Borrower made
in accordance with Section 9.04(i) (see Exhibit F to the Credit Agreement) or Section 9.21 of the Credit Agreement. 


	5 	Consent of the Issuing Banks and Swingline Lender shall not be required for an assignment of all or any portion of a Term Loan. 


	6 	Consent of the Borrower shall not be required for an assignment of a Term B Loan or Term B-1 Loan to a Lender, an Affiliate of a Lender or an Approved Fund, or for an assignment of a Revolving Facility Commitment or
Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or an Approved Fund with respect to a Revolving Facility Lender, or, in each case, if an Event of Default under Sections 7.01(b), (c), (h) or
(i) of the Credit Agreement has occurred and is continuing. Consent of the Borrower, with respect to the assignment of a Term B Loan or Term B-1 Loan, shall be deemed to have been given if the Borrower has not responded within 10 Business Days
after the delivery of any request for such consent. 

  

[Signature Page to the Assignment and Acceptance] 







 EXHIBIT A 

REPRESENTATIONS AND WARRANTIES 

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

By executing and delivering this Assignment and Acceptance, the assigning Lender hereunder and the Assignee hereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: 
  

	 	1.	Such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that its applicable Commitment, and the outstanding balances of its
Term B Loans, Term B-1 Loans, Initial Revolving Facility Loans and 2016 Revolving Facility Loans, in each case without giving effect to assignments hereof which have not become effective, are as set forth in such Assignment and Acceptance.


  

	 	2.	Except as set forth in (1) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with
the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition
of Holdings, the Borrower or any Subsidiary or the performance or observance by Holdings, the Borrower or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto. 

  

	 	3.	The Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance. 

  

	 	4.	The Assignee confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.05 (or delivered pursuant to Section 5.04) of
the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance. 


 

	 	5.	The Assignee will independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement. 

  

	 	6.	The Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to such Agent by the terms of the Credit
Agreement, together with such powers as are reasonably incidental thereto. 









	 	7.	The Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 








 EXHIBIT B 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 

[On File with the Administrative Agent] 

  
 B-1 








 EXHIBIT C-1 

FORM OF BORROWING REQUEST 
 Date:1                         ,
                 
  

	To:	Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto and the Administrative Agent. 


Ladies and Gentlemen: 
 Reference is made to the
above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably
notifies you, pursuant to Section 2.03 of the Credit Agreement, of the Borrowing specified below: 
  

	1.	The Borrowing will be a Borrowing of                  Loans.2 


 

	2.	The aggregate amount of the proposed Borrowing is: $                . 


 

	3.	The Business Day of the proposed Borrowing is:                 . 


 

	4.	The Borrowing is comprised of $                 of ABR Loans and
$                 of Eurocurrency Loans. 

  

	5.	The duration of the initial Interest Period for the Eurocurrency Loans, if any, included in the Borrowing shall be                 
month(s).3 

  

	6.	[The currency in which the Eurocurrency Revolving Facility Borrowing is to be denominated is:                 .]4 

  

	7.	The location and number of the account to which the proceeds of such Borrowing are to be disbursed is                 . 


The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed
Borrowing, before and after giving effect thereto and to the application of the proceeds thereof: 
  

	1 	The Borrower must notify the Administrative Agent in writing (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 10:00 a.m., Local Time, on the Business Day of the proposed Borrowing. Each Borrowing Request will be irrevocable. 


	2 	Other Term Loans, Refinancing Term Loans, Revolving Facility Loans, Other Revolving Loans or Replacement Revolving Loans. 


	3 	1, 2, 3 or 6 months (or 12 months, if at the time of the Borrowing, all relevant Lenders agree to make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period).



	4 	To be Dollars or any currency other than Dollars that is approved in accordance with Section 1.05 of the Credit Agreement. 


  
 C-1-1 








 (A) The representations and warranties set forth in the Loan Documents are true and correct in
all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and
warranties were true and correct in all material respects as of such earlier date); and 
 (B) [No Event of Default or Default has occurred
and is continuing or would result from the proposed Borrowing]5. 
 (signature page
follows) 
  

	5 	If an Incremental Term Loan Commitment or Incremental Revolving Facility Commitment is established for a purpose other than financing any Permitted Business Acquisition or any other acquisition that is permitted by the
Credit Agreement, to be replaced with the following language: “No Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing or would result from the proposed Borrowing.” 


  
 C-1-2 








 This Borrowing Request is issued pursuant to and is subject to the Credit Agreement, executed as
of the date first written above. 
  

			
	PRIME SECURITY SERVICES
	BORROWER, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Borrowing Request (First Lien)] 







 EXHIBIT C-2 

FORM OF SWINGLINE BORROWING REQUEST 

Date:1
                    ,                  

 

	To:	Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto and the Administrative Agent. 


Ladies and Gentlemen: 
 Reference is made to the
above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably
notifies you, pursuant to Section 2.04(b) of the Credit Agreement, of the Swingline Borrowing specified below: 
  

	1.	The Business Day of the proposed Swingline Borrowing is:                 . 


 

	2.	The aggregate amount of the proposed Swingline Borrowing is: $                . 


 

	3.	The location and number of the account to which the proceeds of such Swingline Borrowing are to be disbursed is                 .


 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of
the proposed Swingline Borrowing, before and after giving effect thereto and to the application of the proceeds thereof: 
 (A) The
representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and 

(B) No Event of Default or Default has occurred and is continuing or would result from the proposed Swingline Borrowing. 

(signature page follows) 

 

	1 	The Borrower must notify the Administrative Agent and the Swingline Lender in writing not later than 12:00 p.m., Local Time, on the day of the proposed Swingline Borrowing. Each Swingline Borrowing Request will be
irrevocable. 


  
 C-2-1 








 This Swingline Borrowing Request is issued pursuant to and is subject to the Credit Agreement,
executed as of the date first written above. 
  

			
	PRIME SECURITY SERVICES
	BORROWER, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to the Swingline Borrowing Request] 







 EXHIBIT C-3 

FORM OF LETTER OF CREDIT REQUEST 

[NAME OF L/C ISSUER], as L/C Issuer 
 under the Credit
Agreement referred to below 
 [ADDRESS OF L/C ISSUER] 

                 , 20     

Re:     Prime Security Services Borrower, LLC, a Delaware corporation (the “Borrower”) 

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services Borrower, LLC, a
Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.05(b) of the Credit Agreement, of its request for your
Issuance of a Letter of Credit, in the form attached hereto as Annex A, for the benefit of [Beneficiary]13, in the amount of
[$]14            , to be issued on                  , 20
    (the “Issue Date”)15 with an expiration date of             , 20     16. Such Letter of Credit shall be a [Trade Letter of Credit] [Standby Letter of Credit] and shall be issued under             .17 
 The undersigned hereby certifies that the following statements will be true on the
Issue Date, after giving effect to the Issuance of the Letter of Credit requested above and any Loan to be made or any other Letter of Credit to be Issued on or before the Issue Date: 

(i) the representations and warranties made by any Credit Party contained in the Credit Agreement or in any other Loan Document are true and
correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date (in which event such
representations and warranties were true and correct in all material respects as of such earlier date); 
 (ii) no Default or Event of
Default has occurred and is continuing; 
  

	13 	Specify name and address of beneficiary 


	14 	Specify Dollars or Alternate Currency. 


	15 	To be at least three Business Days in advance of the requested date of issuance, amendment or extension. 


	16 	To be prior to the earlier of (i) one year after the date of the issuance of such Letter of Credit and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date.



	17 	Specify the Class of Revolving Commitments such Letter of Credit is to be issued under. 


  
 C-3-1 








 (iii) the Revolving Facility Credit Exposure does not exceed the applicable Revolving Facility
Commitments; 
 (iv) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit; and 

(v) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for
such Issuing Bank in the definition of “Issuing Bank” under the Credit Agreement. 
 (signature page follows) 

  
 C-3-2 








 
			
	PRIME SECURITY SERVICES
	BORROWER, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Letter of Credit Request] 







 Annex A 

[See attached] 







 EXHIBIT D 

FORM OF INTEREST ELECTION REQUEST 
 Date:1                 ,              

 

	To:	Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto and the Administrative Agent. 


Ladies and Gentlemen: 
 Reference is made to the
above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. This notice constitutes an Interest
Election Request and the undersigned Borrower hereby makes an election with respect to Loans under the Credit Agreement, and in that connection such Borrower specifies the following information with respect to such election: 

 

	1.	Borrowing to which this request applies (including Facility, principal amount and Type of Loans subject to election):                 .2 

  

	2.	Effective date of election (which shall be a Business Day):                 . 


 

	3.	The Loans are to be [converted into] [continued as] [ABR] [Eurocurrency] Loans. 

  

	4.	The duration of the Interest Period for the Eurocurrency Loans, if any, included in the election shall be                 months.3 

 (signature page follows) 

 

	1 	The Borrower must notify the Administrative Agent of such election in writing by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each Interest Election Request will be irrevocable. 


	2 	If different options are being elected with respect to different portions of the Borrowing, the portions thereof must be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
Paragraphs 3 and 4 shall be specified for each resulting Borrowing). 


	3 	1, 2, 3 or 6 months (or 12 months, if at the time of the Borrowing, all relevant Lenders agree to make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period).



  
 D-1 








 This Interest Election Request is issued pursuant to and is subject to the Credit Agreement,
executed as of the date first written above. 
  

			
	PRIME SECURITY SERVICES
	BORROWER, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to the Interest Election Request (First Lien)] 







 EXHIBIT E 

FORM OF MORTGAGE 

CONFIDENTIAL 
 MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING 
 by and from 

[                       
                 ], 
 “Mortgagor”

 to 
 BARCLAYS
BANK PLC, in its capacity as Collateral Agent, 
 “Mortgagee” 

Dated as of                  ,    

  

							
	Location:	  		 	 	[                            	] 
	Municipality:	  		 	 	[                            	] 
	County:	  		 	 	[                            	] 
	State:	  		 	 	[                            	] 

 RECORDING REQUESTED BY, 

AND WHEN RECORDED MAIL TO: 

[                       
                 ] 
 Prepared by
[                                        ]


  
 E-1 








 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING 

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated
as of             ,             by and from
[                    ], a
[                    ], as mortgagor, assignor and debtor (in such capacities and, together with any successors and assigns in such
capacities, “Mortgagor”), whose address is [                    ], to BARCLAYS BANK PLC, as Collateral Agent
for the Secured Parties, as mortgagee, assignee and secured party (in such capacities and, together with its successors and assigns in such capacities, “Mortgagee”), having an address at [●]. 

WHEREAS, reference is made to (a) that certain Amended and Restated First Lien Credit Agreement dated as of July 1, 2015 and
amended and restated as of May 2, 2016 (as amended, renewed, extended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a
Delaware limited liability company (“Holdings”), Prime Security Services Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto from time to time and
Barclays Bank PLC, as administrative agent, and (b) that certain Collateral Agreement (First Lien) dated and effective as of July 1, 2015 (as amended, renewed, extended, restated, replaced, supplemented or otherwise modified from time to
time, “Collateral Agreement”), among Borrower, each Subsidiary Loan Party (as defined therein) party thereto and the Collateral Agent; and 

WHEREAS, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit
Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Mortgage. 

Accordingly, the parties hereto agree as follows: 

ARTICLE I DEFINITIONS 

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective meanings ascribed
to them in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Mortgage. As used herein, the following terms shall have the following meanings: 

(a) “Bankruptcy Code” has the meaning assigned to such term in Section 5.2. 

(b) “Borrower” has the meaning assigned to such term in the recitals hereof. 

(c) “Charges” means any and all present and future real estate, property and other taxes, assessments and special
assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords’, carriers’, mechanics’,
workmen’s, repairmen’s, laborer’s, materialmen’s, suppliers’ and warehousemen’s liens and other claims 

  
 E-2 








 
arising by operation of law), judgments or demands against, all or any portion of the Mortgaged Property or other amounts of any nature which, if unpaid, might result in or permit the creation
of, a Lien on the Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged Property except, in each case, Permitted Liens. 

(d) “Collateral Agent” means Mortgagee acting as the collateral agent for the Secured Parties, together with its
successors in such capacity. 
 (e) “Collateral Agreement” has the meaning assigned to such term in the recitals of
this Mortgage. 
 (f) “Credit Agreement” has the meaning assigned to such term in the recitals of this Mortgage.

 (g) “Credit Agreement Documents” means (a) the “Loan Documents” as defined in the Credit Agreement
and (b) any other related documents or instruments executed and delivered pursuant to the documents referred to in the foregoing clause (a), in each case, as such documents or instruments may be amended, restated, supplemented or otherwise
modified from time to time. 
 (h) “Event of Default” has the meaning assigned to such term in the Collateral
Agreement. 
 (i) “Excluded Other First Lien Obligations” means any Other First Lien Obligations (as defined in the
Collateral Agreement) that have been excluded from the Secured Obligations for purposes of this Mortgage pursuant to (and in accordance with) Section 7.21. 

(j) “Excluded Property” has the meaning assigned to such term in the Collateral Agreement. 

(k) “Holdings” has the meaning assigned to such term in the recitals of this Mortgage. 

(l) “Intercreditor Agreements” means any intercreditor agreement entered into in compliance with the Credit Agreement
and any Other First Lien Agreement. 
 (m) “Mortgage” has the meaning assigned to such term in the preamble hereof.

 (n) “Mortgaged Property” means the fee interest in the real property described in Exhibit A attached
hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor and all of Mortgagor’s right, title and interest in, to and under all rights, privileges, tenements,
hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing in each case whether now owned or hereinafter acquired, including without limitation all water rights, mineral, oil and gas rights, easements and
rights of way (collectively, the “Land”), and all of Mortgagor’s right, title and interest now or hereafter acquired in, to and under the following (in each case other than Excluded Property): (1) all buildings,
structures and other improvements 

  
 E-3 








 
now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are
collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed
in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory and other goods
in which Mortgagor now has or hereafter acquires any rights or any power to transfer rights and (in each case in this clause (2)) that are or are to become fixtures (as defined in the UCC, defined below) related to the Land (the
“Fixtures”), (3) all reserves, escrows or impounds required under the Credit Agreement or any of the other Credit Agreement Documents and all of Mortgagor’s right, title and interest in all reserves, deferred
payments, deposits, refunds and claims of any nature that (in each case in this clause (3)) are specifically related to the Mortgaged Property (the “Deposit Accounts”), (4) all leases, licenses, concessions,
occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other
deposits (the “Leases”), (5) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for
using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (6) all other agreements, such as construction contracts, architects’
agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, indemnities, warranties, permits, licenses, certificates and entitlements in any way relating
specifically to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (7) all property tax refunds payable with respect to the Mortgaged
Property (the “Tax Refunds”), (8) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (9) all insurance policies, unearned
premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”), (10) all awards, damages, remunerations, reimbursements, settlements or
compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements or Fixtures (the
“Condemnation Awards”) and (11) any and all right, title and interest of Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and maintenance records, catalogues, tenant lists,
correspondence, advertising materials, operating manuals, warranties, guarantees, appraisals, studies and data relating specifically to the Mortgaged Property or the construction of any alteration relating to the Premises or the maintenance of any
Property Agreement (the “Records”). As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein. 

(o) “Mortgagee” has the meaning assigned to such term in the preamble hereof. 

(p) “Mortgagor” has the meaning assigned to such term in the preamble hereof. 

  
 E-4 








 (q) “Other First Lien Agreement” means “Other First Lien
Agreement” as defined in the Collateral Agreement, excluding any such Other First Lien Agreement relating to any Excluded Other First Lien Obligations. 

(r) “Other First Lien Obligations” means “Other First Lien Obligations” as defined in the Collateral
Agreement, excluding any Excluded Other First Lien Obligations. 
 (s) “Permitted Liens” means Liens that are not
prohibited by the Credit Agreement or any Other First Lien Agreement. Without limiting the generality of the foregoing, the matters that are set forth on Exhibit B attached hereto are Permitted Liens. 

(t) “Secured Amount” has the meaning assigned to such term in Section 2.4. 

(u) “Secured Obligations” means “Secured Obligations” as defined in the Collateral Agreement, excluding any
Excluded Other First Lien Obligations. 
 (v) “Secured Parties” means the persons holding any Secured Obligations
and in any event including all “Secured Parties” as defined in the Collateral Agreement (other than any person constituting a “Secured Party” under (and as defined in) the Collateral Agreement solely because such person holds, or
acts as the agent, trustee or representative of the holders of, any Excluded Other First Lien Obligations). 
 (w)
“Series” has the meaning assigned to such term in the Collateral Agreement. 
 (x) “UCC”
means the Uniform Commercial Code of [                ] or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws
of a state other than [                ], then, as to the matter in question, the Uniform Commercial Code in effect in that state. 

ARTICLE II GRANT 

Section 2.1 Grant. To secure the payment or performance, as the case may be, in full of the Secured Obligations, Mortgagor
MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee, for the benefit of the Secured Parties, and hereby grants to Mortgagee, for the benefit of the Secured Parties, a mortgage lien upon and a security interest in all of
Mortgagor’s estate, right, title and interest in and to the Mortgaged Property, subject, however, to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, for the benefit of the Secured Parties, and Mortgagor does hereby
bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee. 

Section 2.2 Secured Obligations. This Mortgage secures, and the Mortgaged Property is collateral security for, the payment
and performance in full when due of the Secured Obligations. 
 Section 2.3 Future Advances. This Mortgage shall secure
all Secured Obligations including, without limitation, future advances whenever hereafter made with respect 

  
 E-5 








 
to or under any Credit Agreement Document or any Other First Lien Agreement and shall secure not only Secured Obligations with respect to presently existing indebtedness under the Credit
Agreement Documents or any Other First Lien Agreement, but also any and all other indebtedness which may hereafter be owing to the Secured Parties under the Credit Agreement Documents or any Other First Lien Agreement, however incurred, whether
interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement Documents or any Other First Lien Agreement, whether such advances are
obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, modifications or renewals of all such Secured Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each
case, to the same extent as if such future advances were made on the date of the execution of this Mortgage. 
 Section 2.4
Maximum Amount of Indebtedness. The maximum aggregate amount of all indebtedness that is, or under any contingency may be secured at the date hereof or at any time hereafter by this Mortgage is
$[            ]1 (the “Secured Amount”), plus, to the extent permitted by applicable law, collection costs, sums
advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered hereby or the lien hereof, expenses incurred by Mortgagee by reason of any default by
Mortgagor under the terms hereof, together with interest thereon, all of which amount shall be secured hereby. 
 Section 2.5
Last Dollar Secured. So long as the aggregate amount of the Secured Obligations exceeds the Secured Amount, any payments and repayments of the Secured Obligations shall not be deemed to be applied against or to reduce the Secured Amount.

 Section 2.6 No Release. Nothing set forth in this Mortgage shall relieve Mortgagor from the performance of any term,
covenant, condition or agreement on Mortgagor’s part to be performed or observed under or in respect of any of the Mortgaged Property or from any liability to any person under or in respect of any of the Mortgaged Property or shall impose any
obligation on Mortgagee or any other Secured Party to perform or observe any such term, covenant, condition or agreement on Mortgagor’s part to be so performed or observed or shall impose any liability on Mortgagee or any other Secured Party
for any act or omission on the part of Mortgagor relating thereto or for any breach of any representation or warranty on the part of Mortgagor contained in this Mortgage or any other Credit Agreement Document or any Other First Lien Agreement or
under or in respect of the Mortgaged Property or made in connection herewith or therewith. The obligations of Mortgagor contained in this Section 2.6 shall survive the termination hereof and the discharge of Mortgagor’s other obligations
under this Mortgage, the other Credit Agreement Documents and any Other First Lien Agreement. 
 ARTICLE III WARRANTIES,
REPRESENTATIONS AND COVENANTS 
 Mortgagor warrants, represents and covenants to Mortgagee as follows: 

 
  

	1 	In a jurisdiction where the recording of this instrument would be subject to a tax, the amount secured shall be limited to the value of the real estate so encumbered, if such limitation shall reduce the tax owed.



  
 E-6 








 Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Mortgagor
has valid fee simple title to the Mortgaged Property free and clear of any liens, claims or interests, except Permitted Liens. Upon recordation in the official real estate records in the county (or other applicable jurisdiction) in which the
Premises are located, this Mortgage will constitute a valid and enforceable mortgage lien, with record notice to third parties, on the Mortgaged Property in favor of Mortgagee for the benefit of the Secured Parties subject only to Permitted Liens.

 Section 3.2 Priority. Mortgagor shall preserve and protect the priority of the lien and security interest of this
Mortgage. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, pay the underlying claim in full or take such other commercially reasonable action so as
to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement and any Other First Lien Agreement. 

Section 3.3 Replacement of Fixtures. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the
Fixtures owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is (a) removed temporarily for its protection, maintenance or repair, (b) replaced by an item of similar functionality
and quality, (c) obsolete or unnecessary for the then-current operation of the Premises, or (d) not prohibited from being removed by the Credit Agreement, the Collateral Agreement or any Other First Lien Agreement. 

Section 3.4 Inspection. Mortgagor shall permit Mortgagee and its agents, representatives and employees, upon reasonable
prior notice to Mortgagor and at reasonable times during regular business hours, to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such environmental and engineering studies as Mortgagee may
reasonably require, provided that such inspections and studies shall not materially or unreasonably interfere with the use and operation of the Mortgaged Property. The expense of any inspection shall be borne by the Mortgagee unless an Event of
Default shall have occurred and be continuing at the time of such inspection, in which case the Mortgagor shall pay, or reimburse the Mortgagee for, such expense. 

Section 3.5 Insurance; Condemnation Awards and Insurance Proceeds. 

(a) Insurance. Mortgagor shall maintain or cause to be maintained the insurance required by Section 5.02 of the Credit Agreement
and any applicable provision of any Other First Lien Agreement. 
 (b) Condemnation Awards. Mortgagor shall cause all condemnation
awards that constitute Net Proceeds (or any equivalent term) in accordance with the Credit Agreement or any Other First Lien Agreement to be applied in accordance with Section 2.11(b) of the Credit Agreement or any applicable provision of any
Other First Lien Agreement. 
 (c) Insurance Proceeds. Mortgagor shall cause all proceeds of any insurance policies insuring against
loss or damage to the Mortgaged Property that constitute Net Proceeds (or any equivalent term) in accordance with the Credit Agreement or any Other First Lien Agreement to be applied in accordance with Section 2.11(b) of the Credit Agreement or
any applicable provision of any Other First Lien Agreement. 

  
 E-7 








 (d) Payment of Charges. Unless and to the extent not prohibited by the terms of the Credit
Agreement or any Other First Lien Agreement, Mortgagor shall pay and discharge, or cause to be paid and discharged, from time to time prior to same becoming delinquent, all Charges. Mortgagor shall deliver to Mortgagee, upon Mortgagee’s
reasonable written request, to the extent reasonably available to Mortgagor, receipts evidencing the payment of all such Charges. 

ARTICLE IV DEFAULT AND FORECLOSURE 

Section 4.1 Remedies. Subject to the Intercreditor Agreements, upon the occurrence and during the continuance of an Event
of Default, Mortgagee may, at Mortgagee’s election, exercise any or all of the following rights, remedies and recourses: 
 (a)
Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following
the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor. 

(b) Operation of Mortgaged Property. Hold, lease, develop, manage, operate, carry on the business thereof or otherwise use the
Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or
desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.7. 

(c) Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Mortgage by judicial action or by power of sale,
in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that 10 Business Days’ prior written notice shall be deemed
commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the
fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and
such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the other Secured Parties
may be a purchaser at such sale. If Mortgagee or such other Secured Party is the highest bidder, Mortgagee or such other Secured Party may credit the portion of the purchase price that would be distributed to Mortgagee or such other Secured Party
against the Secured Obligations in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Mortgaged Property is waived. Mortgagee may adjourn from time to time any sale by it to be made under or by
virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned.


  
 E-8 








 (d) Receiver. Make application to a court of competent jurisdiction for, and obtain from
such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Secured Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor
irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be
approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.7; provided, however, notwithstanding the appointment of any receiver, Mortgagee shall be entitled as pledgee to the possession and
control of any cash, deposits or instruments at the time held by or payable or deliverable under the terms of the Credit Agreement or any Other First Lien Agreement to Mortgagee. 

(e) Other. Exercise all other rights, remedies and recourses granted under the Credit Agreement Documents and any Other First Lien
Agreement or otherwise available at law or in equity. 
 Section 4.2 Separate Sales. Subject to the Intercreditor
Agreements, upon the occurrence and during the continuance of an Event of Default, the Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect. The right of sale arising out of
any Event of Default shall not be exhausted by any one or more sales. 
 Section 4.3 Remedies Cumulative, Concurrent and
Nonexclusive. Subject to the Intercreditor Agreements and Section 5.18 of the Collateral Agreement, Mortgagee and the other Secured Parties shall have all rights, remedies and recourses granted in the Credit Agreement Documents and any
Other First Lien Agreement and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the
Credit Agreement Documents and any Other First Lien Agreement, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or such other Secured Party, as the case may be, (c) may be exercised as
often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.
No action by Mortgagee or any other Secured Party in the enforcement of any rights, remedies or recourses under the Credit Agreement Documents or any Other First Lien Agreement or otherwise at law or equity shall be deemed to cure any Event of
Default. 
 Section 4.4 Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and
without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien
or security interest created in or evidenced by the Credit Agreement Documents or any Other First Lien Agreement or the lien priority and security interest in and to the Mortgaged Property. For payment of the Secured Obligations, Mortgagee may
resort to any other security in such order and manner as Mortgagee may elect. 

  
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 Section 4.5 Appearance, Waivers, Notice and Marshalling of Assets. After the
occurrence and during the continuance of any Event of Default and immediately upon the commencement of any action, suit or legal proceedings to obtain judgment for the payment or performance of the Secured Obligations or any part thereof, or of any
proceedings to foreclose the lien and security interest created and evidenced hereby or otherwise enforce the provisions hereof or of any other proceedings in aid of the enforcement hereof, Mortgagor shall enter its voluntary appearance in such
action, suit or proceeding. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or
law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event
of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse provided for under the Credit Agreement Documents and any Other First Lien Agreement, and (c) any right to a marshalling of assets or
a sale in inverse order of alienation. Mortgagor shall not claim, take or insist on any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any
sale or sales of the Mortgaged Property which may be made pursuant to this Mortgage, or pursuant to any decree, judgment or order of any court of competent jurisdiction. Mortgagor covenants not to hinder, delay or impede the execution of any power
granted or delegated to Mortgagee by this Mortgage but to suffer and permit the execution of every such power as though no such law or laws had been made or enacted. 

Section 4.6 Discontinuance of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to invoke any
right, remedy or recourse permitted under the Credit Agreement Documents or any Other First Lien Agreement and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or such other Secured Party, as the case may be, shall have
the unqualified right to do so and, in such an event, Mortgagor, Mortgagee and the other Secured Parties shall be restored to their former positions with respect to the Secured Obligations, the Credit Agreement Documents, any Other First Lien
Agreement, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or
abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or any other Secured Party thereafter to exercise any right, remedy or recourse under the Credit Agreement Documents or any Other First Lien Agreement for
such Event of Default. 
 Section 4.7 Application of Proceeds. Subject to the Intercreditor Agreements, upon the
occurrence and during the continuance of an Event of Default, Mortgagee shall promptly apply the proceeds of any sale of the Mortgaged Property, in accordance with Section 4.02 of the Collateral Agreement. 

Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this
Mortgage. Upon any sale of Mortgaged 

  
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Property by Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Mortgagee or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Mortgagee or such
officer or be answerable in any way for the misapplication thereof. 
 Section 4.8 Occupancy After Foreclosure. Any sale
of the Mortgaged Property or any part thereof in accordance with Section 4.1(c) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive
immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in
possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law. 

Section 4.9 Additional Advances and Disbursements; Costs of Enforcement. 

(a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee shall have the right, but not the obligation, to cure
such Event of Default in the name and on behalf of Mortgagor. All reasonable sums advanced and reasonable documented out-of-pocket expenses incurred at any time by Mortgagee under this Section 4.9, or otherwise under this Mortgage or applicable
law, that is payable under Section 4.9(b) shall, if not paid when due, bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement and all such sums, together with interest thereon, shall be secured by this
Mortgage. 
 (b) To the extent contemplated by Section 9.05 of the Credit Agreement or any equivalent provision of any Other First Lien
Agreement, Mortgagor shall pay all reasonable documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage or the enforcement, compromise or settlement
of the Secured Obligations or any claim under this Mortgage, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise. 

Section 4.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 4, the
assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Mortgagee under the Credit Agreement Documents or any Other First Lien Agreement, at law or in equity shall cause
Mortgagee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action,
incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. 

  
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 ARTICLE V ASSIGNMENT OF RENTS AND LEASES 

Section 5.1 Assignment. In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this
Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases (but only to the extent permitted under the existing Leases), whether now existing
or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be
continuing and Mortgagee shall not have made the election below, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to
otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not
legal proceedings have commenced, and without regard to waste, adequacy of security for the Secured Obligations or solvency of Mortgagor, the license herein granted shall, at the election of Mortgagee, expire and terminate, upon written notice to
Mortgagor by Mortgagee. 
 Section 5.2 Perfection Upon Recordation. Mortgagor acknowledges that upon recordation of this
Mortgage Mortgagee shall have, to the extent permitted under applicable law and by the terms of the Leases, a valid and fully perfected, present assignment of the Rents arising out of the Leases and all security for such Leases. Mortgagor
acknowledges and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent permitted under applicable law, all third
parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to
this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action. 

Section 5.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder,
Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of
Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy. 

ARTICLE VI SECURITY AGREEMENT 

Section 6.1 Security Interest. This Mortgage constitutes a “security agreement” on personal property within the
meaning of the UCC and other applicable law with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records. To this end, subject to Permitted Liens, Mortgagor
grants to Mortgagee a security interest in the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, Records and all other Mortgaged Property which is personal property to secure the
payment and performance of the Secured Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale,


  
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disposition or other intended action by Mortgagee with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and
Records sent to Mortgagor at least 10 Business Days prior to any action under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency whatsoever between the terms of this Mortgage and the terms of the
Collateral Agreement with respect to the collateral covered both therein and herein, including, but not limited to, with respect to whether any such Mortgaged Property is to be subject to a security interest or the use, maintenance or transfer of
any such Mortgaged Property, or the exercise or applicability of any remedies in respect thereof, the Collateral Agreement shall control, govern, and prevail, to the extent of any such conflict or inconsistency. For the avoidance of doubt, no
personal property of Mortgagor that constitutes Excluded Property under the Collateral Agreement shall be subject to any security interest of Mortgagee or any Secured Party or constitute collateral hereunder. 

Section 6.2 Financing Statements. Mortgagor shall prepare and deliver to Mortgagee such financing statements, and shall
execute and deliver to Mortgagee such other documents, instruments and further assurances, in each case in form and substance reasonably satisfactory to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary to create, perfect
and preserve Mortgagee’s security interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be
recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. 

Section 6.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC
against all of the Mortgaged Property which is or is to become fixtures. The information provided in this Section 6.3 is provided so that this Mortgage shall comply with the requirements of the UCC for a mortgage instrument to be filed as a
financing statement. Mortgagor is the “Debtor” and its name and mailing address are set forth in the preamble of this Mortgage. Mortgagee is the “Secured Party” and its name and mailing address from which information concerning
the security interest granted herein may be obtained are also set forth in the preamble of this Mortgage. A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in the definition of
“Mortgaged Property” in Section 1.1 of this Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is the record owner of the Mortgaged Property. 

ARTICLE VII MISCELLANEOUS 

Section 7.1 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided in Section 9.01 of the Credit Agreement, as such address may be changed by written notice to the Mortgagee and the Borrower. All communications and notices hereunder to Mortgagor shall be given to it in care of the
Borrower, with such notice to be given as provided in Section 9.01 of the Credit Agreement. 
 Section 7.2 Covenants Running
with the Land. All grants, covenants, terms, provisions and conditions contained in this Mortgage are intended by Mortgagor and Mortgagee 

  
 E-13 








 
to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any
subsequent owner of all or any portion of the Mortgaged Property. All persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement, the other Credit
Agreement Documents and any Other First Lien Agreements; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. 

Section 7.3 Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as
its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of
completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within 10 days (or such longer period as Mortgagee may agree in its reasonable
discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further
assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose,
(c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security
interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that
(1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the
Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually
received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such
attorney shall lawfully do or cause to be done by virtue hereof. 
 Section 7.4 Successors and Assigns. Whenever in this
Mortgage any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Mortgagor or Mortgagee that are contained
in this Mortgage shall bind and inure to the benefit of their respective permitted successors and assigns. Mortgagee hereunder shall at all times be the same person that is the “Collateral Agent” under the Collateral Agreement. Written
notice of resignation by the “Collateral Agent” pursuant to the Collateral Agreement shall also constitute notice of resignation as Mortgagee under this Mortgage. Upon the acceptance of any appointment as the “Collateral Agent”
under the Collateral Agreement by a successor “Collateral Agent”, that successor “Collateral Agent” shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Mortgagee
pursuant hereto. 
 Section 7.5 Waivers; Amendment. 

  
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 (a) No failure or delay by Mortgagee or any other Secured Party in exercising any right, power or
remedy hereunder or under any other Credit Agreement Document or Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps
to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of Mortgagee or any other Secured Party hereunder and under the other
Credit Agreement Documents and any Other First Lien Agreement are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Mortgage or consent to any departure by Mortgagor
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No
notice or demand on Mortgagor in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by Mortgagee and Mortgagor, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, and the consent of each other Authorized Representative (as defined in the Collateral Agreement) if and to the
extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in the Intercreditor Agreements. Mortgagee may conclusively rely on a certificate of an officer of Mortgagor as to whether any
amendment contemplated by this Section 7.5(b) is permitted. 
 (c) Notwithstanding anything to the contrary contained herein, Mortgagee
may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond
the date hereof for the perfection of security interests in the assets of Mortgagor on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished by the time or
times at which it would otherwise be required by this Mortgage, the other Credit Agreement Documents or any Other First Lien Agreement. 

Section 7.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS MORTGAGE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.6. 

Section 7.7 Termination or Release. 

  
 E-15 








 In each case subject to the terms of the Intercreditor Agreements: 

(a) This Mortgage and the Liens and security interests created by this Mortgage shall automatically terminate and be released upon the
occurrence of the later of the Termination Date and, if any Other First Lien Obligations are outstanding on the Termination Date, the date when all Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not
then due and any other obligations that, by the terms of the Other First Lien Agreements, are not required to be paid in full prior to such termination and release) have been paid in full and the Secured Parties have no further commitment to extend
credit under any Other First Lien Agreement. 
 (b) [Mortgagor shall automatically be released from its obligations hereunder and the lien
on and security interests in the Mortgaged Property shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement as a result of which Mortgagor ceases to be a
Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Guarantee.]2 

(c) The lien on and security interests in the Mortgaged Property shall automatically be released (i) upon any sale or other transfer
thereof by Mortgagor that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Loan Party, (ii) upon the effectiveness of any written consent to the release of the security interest granted
hereby in such Mortgaged Property pursuant to Section 9.08 of the Credit Agreement and any applicable provision of any Other First Lien Agreement (in each case, to the extent required), or (iii) as otherwise may be provided in the
Intercreditor Agreements. 
 (d) If the Mortgaged Property shall become subject to the release provisions set forth in Section
[            ] of the applicable Intercreditor Agreement or Section 8.11 of the Credit Agreement, the Mortgaged Property shall be automatically released from the lien and security
interest hereunder to the extent provided therein, without delivery of any instrument or performance of any act by any party. 
 (e) Solely
with respect to the Credit Agreement Secured Obligations (as defined in the Collateral Agreement), Mortgagor shall automatically be released from its obligations hereunder and/or the lien on and security interests in the Mortgaged Property shall in
each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged
Property shall revert to Mortgagor. 
 (f) Solely with respect to any Other First Lien Obligations, Mortgagor shall automatically be
released from its obligations hereunder and/or the lien on and security interests in the Mortgaged Property shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of
collateral in the applicable Other First Lien Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. 

 
  

	2 	NTD: To be included if Mortgagor is a Subsidiary Loan Party. 


  
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 (g) In connection with any termination or release pursuant to this Section 7.7, Mortgagee
shall execute and deliver to Mortgagor all documents that Mortgagor shall reasonably request to evidence such termination or release (including, without limitation, mortgagee releases or UCC termination statements), and will duly assign and transfer
to Mortgagor, such of the Mortgaged Property that may be in the possession of Mortgagee and has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. Any execution and delivery of documents pursuant to this
Section 7.7 shall be made without recourse to or warranty by Mortgagee. In connection with any termination or release pursuant to this Section 7.7, Mortgagor shall be permitted to take any action in connection therewith consistent with
such release including, without limitation, the filing of mortgage releases or UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by Mortgagor, Mortgagee shall
execute, deliver or acknowledge such instruments or releases to evidence the release of any Mortgaged Property permitted to be released pursuant to this Mortgage. Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred
by Mortgagee (and its representatives) in connection with the execution and delivery of such release documents or instruments. 

Section 7.8 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so,
that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the
provisions of this Mortgage or the Secured Obligations secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee or any other Secured Party. 

Section 7.9 Applicable Law. The provisions of this Mortgage shall be governed by and construed under the laws of the state
in which the Mortgaged Property is located. 
 Section 7.10 Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Mortgage and are not to affect the construction of, or to be taken into consideration in interpreting, this Mortgage. 

Section 7.11 Severability. In the event any one or more of the provisions contained in this Mortgage should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

Section 7.12 Mortgagee as Agent. Mortgagee has been appointed to act as Agent by the other Secured Parties pursuant to the
Credit Agreement and the Collateral Agreement. Mortgagee shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without
limitation, the release or substitution of the Mortgaged Property) in accordance with the terms of the Credit Agreement, the Collateral Agreement and this Mortgage. Mortgagor and all other persons shall be entitled to rely on releases, waivers,
consents, approvals, notifications and other acts of Mortgagee, without inquiry into the existence of required consents or approvals of the Secured Parties therefor. 

  
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 Section 7.13 Recording Documentation To Assure Security. Mortgagor shall
promptly, from time to time, cause this Mortgage and any financing statement, continuation statement or similar instrument relating to any of the Mortgaged Property or to any property intended to be subject to the lien hereof or the security
interests created hereby to be filed, registered and recorded in such manner and in such places as may be required by any present or future law and shall take such actions as Mortgagee shall reasonably deem necessary in order to publish notice of
and fully to protect the validity and priority of the liens, assignment, and security interests purported to be created upon the Mortgaged Property and the interest and rights of Mortgagee therein. Mortgagor shall pay or cause to be paid all taxes
and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further assurance, and all Federal or state stamp taxes or other taxes, duties
and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in the preceding sentence, such advances shall be secured by this Mortgage. 

Section 7.14 Further Acts. Mortgagor shall, at the sole cost and expense of Mortgagor, do, execute, acknowledge and deliver
all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, financing statements, continuation statements, instruments and assurances as Mortgagee shall from time to time reasonably request, which
may be necessary in the reasonable judgment of Mortgagee from time to time to assure, perfect, convey, assign, mortgage, transfer and confirm unto Mortgagee, the property and rights hereby conveyed or assigned or which Mortgagor may be or may
hereafter become bound to convey or assign to Mortgagee or for carrying out the intention or facilitating the performance of the terms hereof or the filing, registering or recording hereof. In the event Mortgagor shall fail after written demand to
execute any instrument or take any action required to be executed or taken by Mortgagor under this Section 7.14, Mortgagee may execute or take the same as the attorney-in-fact for Mortgagor, such power of attorney being coupled with an interest
and is irrevocable. Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further
assurance, and all Federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in the
preceding sentence, such advances shall be secured by this Mortgage. 
 Section 7.15 Additions to Mortgaged Property. All
right, title and interest of Mortgagor in and to all extensions, amendments, relocations, restakings, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter
acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or
conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the Lien and security interest of this Mortgage as fully and completely and with the same
effect as though now owned by Mortgagor and specifically described in the grant of the Mortgaged Property above, but at any 

  
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and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the
purpose of expressly and specifically subjecting the same to the Lien and security interest of this Mortgage. 
 Section 7.16
Relationship. The relationship of Mortgagee to Mortgagor hereunder is strictly and solely that of lender and borrower and mortgagor and mortgagee and nothing contained in the Credit Agreement, any Other First Lien Agreement, this Mortgage
or any other document or instrument now existing and delivered in connection therewith or otherwise in connection with the Secured Obligations is intended to create, or shall in any event or under any circumstance be construed as creating a
partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between Mortgagee and Mortgagor other than as lender and borrower and mortgagor and mortgagee. 

Section 7.17 No Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by
Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to
contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Mortgagee in respect thereof or any claim that any lien based on the
performance of such labor or services or the furnishing of any such materials or other property is prior to the lien hereof, except Permitted Liens. 

Section 7.18 Mortgagee’s Fees and Expenses; Indemnification. 

(a) Mortgagor agrees that Mortgagee shall be entitled to reimbursement of its expenses incurred hereunder by the Mortgagor and Mortgagee and
other indemnitees shall be indemnified by the Mortgagor, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement and any applicable provision of any Other First Lien Agreement. 

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby. The provisions of this
Section 7.18 shall remain operative and in full force and effect regardless of the termination of this Mortgage, any other Credit Agreement Document or any Other First Lien Agreement, the consummation of the transactions contemplated hereby,
the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Mortgage, any other Credit Agreement Document or any Other First Lien Agreement, or any investigation made by or on behalf of
Mortgagee or any other Secured Party. All amounts due under this Section 7.18 shall be payable within 15 days (or such longer period as Mortgagee may reasonably agree to) on written demand therefor. 

Section 7.19 Jurisdiction; Consent to Service of Process. 

(a) Mortgagor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or
description, whether in law or 

  
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equity, whether in contract or in tort or otherwise, against the Mortgagee, any Secured Party, or any Affiliate of the foregoing, in any way relating to this Mortgage, any other Credit Agreement
Document, any Other First Lien Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard
and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Mortgage or in any other Credit Agreement Document or any Other First Lien Agreement shall affect any right that Mortgagee or any
Secured Party may otherwise have to bring any action or proceeding relating to this Mortgage, any other Credit Agreement Document or any Other First Lien Agreement against Mortgagor or its properties in the courts of any jurisdiction. 

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Mortgage, the other Credit Agreement Documents or any Other First Lien Agreement in any New York State or
federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(c) Each party to this Mortgage irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in
this Mortgage will affect the right of any party to this Mortgage, any other Credit Agreement Document or any Other First Lien Agreement to serve process in any other manner permitted by law. 

Section 7.20 Subject to Intercreditor Agreements. Notwithstanding anything herein to the contrary, (i) the Liens and
security interests granted to the Mortgagee for the benefit of the Secured Parties pursuant to this Mortgage and (ii) the exercise of any right or remedy by the Mortgagee hereunder or the application of proceeds (including insurance and
condemnation proceeds) of the Mortgaged Property are subject to the provisions of the Intercreditor Agreements to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of
this Mortgage, the terms of the applicable Intercreditor Agreement shall govern. 
 Section 7.21 Excluded Other First Lien
Obligations. On or after the date hereof, Mortgagor may from time to time elect to exclude any Series of Other First Lien Obligations (as defined in the Collateral Agreement) from the Secured Obligations hereunder by delivering to the
Collateral Agent a written notice identifying the Series to be excluded and stating that such Series shall be excluded from the Secured Obligations hereunder and certifying that such exclusion is permitted by the documents governing such Series, in
which case such Series and the Other First Lien Obligations (as defined in the Collateral Agreement) thereunder shall, for all purposes of this Mortgage, not constitute “Secured Obligations” or “Other First Lien Obligations” (and
shall be excluded from the definitions thereof and all derivative defined terms 

  
 E-20 








 
used herein), and shall not be secured by this Mortgage or otherwise subject to the terms hereof (it being understood that Mortgagor may execute and deliver a separate mortgage or other security
agreement on the Mortgaged Property to secure such Series provided that such mortgage or other security agreement is made subject to the Intercreditor Agreements). Mortgagee agrees to execute any and all further documents, agreements and instruments
(including amendments to this Mortgage) and take all such further actions that may be required or that Mortgagor may reasonably request, in each case in connection with any exclusion of Other First Lien Obligations (as defined in the Collateral
Agreement) from the Secured Obligations hereunder pursuant to this Section 7.21. [For the avoidance of doubt, in no event shall Mortgagor have the right to exclude any of the Existing ADT Roll-Over Notes from the Secured Obligations hereunder
as is otherwise provided under this Section 7.21.]3 
 ARTICLE VIII LOCAL LAW
PROVISIONS 
 Section 8.1 Local Law Provisions. Notwithstanding anything to the contrary contained in this
Mortgage but subject to the Intercreditor Agreements and to Section 5.18 of the Collateral Agreement, in the event of any conflict or inconsistency between the provisions of this Article 8 and the other provisions of this Mortgage, the
provisions of this Article 8 will govern. 
 [LOCAL LAW PROVISIONS TO FOLLOW] 

[remainder of this page intentionally left blank; signature pages follow] 

 

	3 	To be included only while the Existing ADT Roll-Over Notes are outstanding. 


  
 E-21 








 IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto,
effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given. 
  

							
	 MORTGAGOR:
	 		 	[                    ],
		 		 	a [                    ]
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:









					
	STATE OF NEW YORK	 	    )	    	
		 	    )	    	ss:
	COUNTY OF NEW YORK	 	    )	    	

 I, the undersigned, a notary public in and for said County and State aforesaid, DO HEREBY CERTIFY, that
[                    ], personally known to me to be the Secretary, of
[                    ], a [                    ],
personally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Secretary, he signed and delivered the said instrument of said corporation, pursuant to
the authority given by the Board of Directors of said corporation a free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. 

Given under my hand and official seal, this              day of
                    ,     . 

Signature of Notary
                                         
                                         
                                   

Commission expires
                                         
       ,     . 
 [local counsel to advise on how to 

conform to state law] 







 EXHIBIT A 

LEGAL DESCRIPTION 
 Legal Description of
premises commonly known as [COMMON NAME, IF ANY] and located at [INSERT ADDRESS]: 
 [to come from title policy] 







 EXHIBIT B 

PERMITTED LIENS 
 Each of the liens and
other encumbrances excepted as being prior to the Lien hereof as set forth in Schedule B to the marked [Pro Forma Policy] issued by [Title Insurance Company], delivered to Mortgagee on the date hereof, bearing [Title Insurance Company] reference
number [Title Number] relating to the real property described in Exhibit A attached hereto. 







 EXHIBIT F 

FORM OF PERMITTED LOAN PURCHASE ASSIGNMENT AND ACCEPTANCE 

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent and collateral agent (in such capacity,
the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

The Assignor identified on Schedule l hereto (the “Assignor”) and the [Borrower][Holdings] agree as follows: 

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) and pursuant to the terms and conditions set forth in the Credit Agreement for Permitted Loan Purchases (including, without
limitation, Sections 9.04(i) and 9.04(j) thereof), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those
credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned
Facility as set forth on Schedule 1 hereto. 
 2. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Permitted Loan Purchase Assignment and Acceptance and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrower, any of the Subsidiaries or any other obligor or the performance or observance by the Borrower, any of the Subsidiaries or any other obligor of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Notes held by it evidencing the Assigned Facilities. To the extent the Assignor has
retained any interest in the Assigned Facility and holds a Note evidencing such interest, the Assignor 

  
 F-1 








 
hereby requests that the Administrative Agent exchange the attached Note(s) for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on the Effective Date). 
 3. The Assignee (a) represents
and warrants that it is legally authorized to enter into this Permitted Loan Purchase Assignment and Acceptance and has taken all action necessary to execute and deliver this Permitted Loan Purchase Assignment and Acceptance and to consummate the
transaction contemplated hereby; (b) represents and warrants that it satisfied the requirements, if any, specified in the Credit Agreement that are required to be satisfied in order to make a Permitted Loan Purchase of the Assigned Interest,
(c) represents and warrants that it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, the Borrower, its Subsidiaries or their respective
securities (or, if Holdings is not at the time a public reporting company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public reporting company) that (A) has not been
disclosed to the Assignor or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to Holdings, the Borrower or its Subsidiaries) and (B) could reasonably be expected to
have a material effect upon, or otherwise be material to, Assignor’s decision to assign the Assigned Facilities to the Assignee and (d) represents and warrants that it is (or will be, following the consummation of this assignment) an
Affiliate Lender and that, immediately after giving effect to this assignment, the Affiliate Lenders in the aggregate would not own Term Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans
then outstanding. 
 4. The effective date of this Permitted Loan Purchase Assignment and Acceptance shall be the Effective Date of
Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Permitted Loan Purchase Assignment and Acceptance, the Assigned Interest shall be deemed to be automatically and immediately
(contributed to the Borrower, if applicable, and) cancelled and extinguished. The Administrative Agent shall update the Register, effective as of the Effective Date, to record such event as if it were a prepayment of such Assigned Interest pursuant
to Section 9.04(j) of the Credit Agreement. 
 5. Upon such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued prior to the Effective Date. No payments in respect
of the Assigned Interest (which shall be deemed to have been cancelled and extinguished as of the Effective Date) shall be due to the Assignor or the Assignee from and after the Effective Date. 

6. As of the Effective Date, the Assignor shall, to the extent provided in this Permitted Loan Purchase Assignment and Acceptance, relinquish
its rights and be released from its obligations under the Credit Agreement. 

  
 F-2 








 7. This Permitted Loan Purchase Assignment and Acceptance shall be binding upon, and inure to the
benefit of the parties hereto and their respective successors and assigns. This Permitted Loan Purchase Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Permitted Loan Purchase Assignment and Acceptance by electronic means shall be effective as delivery of a manually executed counterpart of this Permitted Loan Purchase Assignment and Acceptance. 

8. This Permitted Loan Purchase Assignment and Acceptance and any claims, controversy, dispute or causes of action (whether in contract or
tort or otherwise) based upon, arising out of or relating to this Permitted Loan Purchase Assignment and Acceptance shall be construed in accordance with and governed by the laws of the State of New York, without regard to any principle of conflicts
of law that could require the application of any other law. 
 (signature page follows) 

  
 F-3 








 IN WITNESS WHEREOF, the parties hereto have caused this Permitted Loan Purchase Assignment and
Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto. 
  

			
	 [INSERT NAME],
 as
Assignor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 [INSERT NAME],
 as
Assignee



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to the Permitted Loan Purchase Assignment and Acceptance] 







 SCHEDULE 1 

Assigned Interests 
  

																					
	 Facility Assigned
	  	(1) Amount of
Loans
Assigned	 	  	(2) Aggregate
Amount of Loans
of the Assigned
Facility	 	  	(3) Aggregate Amount
of Outstanding Term
Loans	 	  	(1) / (2) x 100%	 	  	(1) / (3) x 100%	 
	 Term B Loans
	  				  				  				  				  			
	 Term B-1 Loans
	  				  				  				  				  			
	 Refinancing Term Loans
	  				  				  				  				  			
	 Other Term Loans
	  				  				  				  				  			
	 Extended Term Loans
	  				  				  				  				  			








 EXHIBIT G 

FORM OF 
 FIRST
LIEN/FIRST LIEN INTERCREDITOR AGREEMENT 
 [Attached] 

  
 G-1 








 FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT 

dated as of 
 May 2, 2016

 among 
 BARCLAYS BANK PLC,

 as Collateral Agent, 

BARCLAYS BANK PLC, 
 as Authorized
Representative under the Credit Agreement, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as the Initial Other Authorized Representative, 

and 
 each additional Authorized
Representative from time to time party hereto 
 relating to 

PRIME SECURITY SERVICES BORROWER, LLC 







 TABLE OF CONTENTS 
  

							
	 	  	  	  	Page	 
		  	ARTICLE I	  			
			
		  	Definitions	  			
	 SECTION 1.01
	  	Construction; Certain Defined Terms	  	 	1	 
			
		  	ARTICLE II	  			
	
	Priorities and Agreements with Respect to Common Collateral	 
	 SECTION 2.01
	  	Priority of Claims.	  	 	10	 
	 SECTION 2.02
	  	Actions with Respect to Common Collateral; Prohibition on Contesting Liens	  	 	11	 
	 SECTION 2.03
	  	No Interference; Payment Over	  	 	12	 
	 SECTION 2.04
	  	Automatic Release of Liens; Amendments to First-Priority Collateral Documents	  	 	13	 
	 SECTION 2.05
	  	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings	  	 	14	 
	 SECTION 2.06
	  	Reinstatement	  	 	15	 
	 SECTION 2.07
	  	Insurance	  	 	15	 
	 SECTION 2.08
	  	Refinancings	  	 	15	 
	 SECTION 2.09
	  	Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection	  	 	16	 
	  
 ARTICLE III

 
 Existence and Amounts of Liens and Obligations

 
 ARTICLE IV

 
 The Collateral Agent
	 
  
 

 
 

 
 

 

	 SECTION 4.01
	  	Appointment and Authority	  	 	17	 
	 SECTION 4.02
	  	Rights as a First-Priority Secured Party	  	 	18	 
	 SECTION 4.03
	  	Exculpatory Provisions	  	 	18	 
	 SECTION 4.04
	  	Reliance by Collateral Agent	  	 	20	 
	 SECTION 4.05
	  	Delegation of Duties	  	 	21	 
	 SECTION 4.06
	  	Resignation of Collateral Agent	  	 	21	 
	 SECTION 4.07
	  	Non-Reliance on Collateral Agent and Other First-Priority Secured Parties	  	 	22	 
	 SECTION 4.08
	  	Collateral and Guaranty Matters	  	 	22	 


  
 i 









							
	 	  	  	  	Page	 
	  
 ARTICLE V
	 
  

	  
 Miscellaneous
	 
  

	 SECTION 5.01
	  	Notices	  	 	22	 
	 SECTION 5.02
	  	Waivers; Amendment; Joinder Agreements	  	 	23	 
	 SECTION 5.03
	  	Parties in Interest	  	 	24	 
	 SECTION 5.04
	  	Survival of Agreement	  	 	24	 
	 SECTION 5.05
	  	Counterparts	  	 	24	 
	 SECTION 5.06
	  	Severability	  	 	24	 
	 SECTION 5.07
	  	Governing Law	  	 	24	 
	 SECTION 5.08
	  	Submission to Jurisdiction; Waivers	  	 	25	 
	 SECTION 5.09
	  	WAIVER OF JURY TRIAL	  	 	25	 
	 SECTION 5.10
	  	Headings	  	 	25	 
	 SECTION 5.11
	  	Conflicts	  	 	25	 
	 SECTION 5.12
	  	Provisions Solely to Define Relative Rights	  	 	25	 
	 SECTION 5.13
	  	Authorized Representatives	  	 	26	 
	 SECTION 5.14
	  	Junior Lien Intercreditor Agreements	  	 	26	 
	  
 Annexes and Exhibits
	  			
	Annex A            Consent of Grantors	 


  
 ii 








 This FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or
supplemented from time to time, this “Agreement”), dated as of May 2, 2016, is among BARCLAYS BANK PLC (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as Collateral Agent for the First-Priority
Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), BARCLAYS BANK PLC (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as Administrative Agent
for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for the Initial Other
First-Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto
for the Other First-Priority Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in the Consent of Grantors. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Collateral Agent, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Other Authorized Representative (for itself and on behalf of the Initial Other First-Priority Secured
Parties) and each additional Authorized Representative (for itself and on behalf of the Other First-Priority Secured Parties of the applicable Series) agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01 Construction; Certain Defined Terms. 

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or
regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) unless otherwise expressly stated herein, all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. 







 (b) It is the intention of the First-Priority Secured Parties of each Series that the holders of
First-Priority Obligations of such Series (and not the First-Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First-Priority Obligations of such
Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First-Priority Obligations), (y) any of the First-Priority Obligations of such Series do not have an enforceable security
interest in any of the Collateral securing any other Series of First-Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First-Priority Obligations and, without
limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) on a basis ranking prior to the security interest of such Series of First-Priority Obligations but junior to the security interest of any other
Series of First-Priority Obligations or (ii) the existence of any Collateral for any other Series of First-Priority Obligations that is not Common Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with
respect to any Series of First-Priority Obligations, an “Impairment” of such Series). In the event of any Impairment with respect to any Series of First-Priority Obligations, the results of such Impairment shall be borne
solely by the holders of such Series of First-Priority Obligations, and the rights of the holders of such Series of First-Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of
First-Priority Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First-Priority Obligations subject to
such Impairment. Additionally, in the event the First-Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such
First-Priority Obligations or the Secured Credit Documents governing such First-Priority Obligations shall refer to such obligations or such documents as so modified. 

(c) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. As used in this
Agreement, the following terms have the meanings specified below: 
 “Administrative Agent” has the meaning assigned
to such term in the introductory paragraph of this Agreement, together with its successors and assigns. 

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Applicable Authorized Representative” means, with respect to any Common Collateral, (i) until the earlier of
(x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement
Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative. 

  
 2 








 “Authorized Representative” means (i) in the case of any Credit
Agreement Secured Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of the Initial Other First-Priority Obligations or the Initial Other First-Priority Secured Parties, the Initial Other Authorized
Representative and (iii) in the case of any Series of Other First-Priority Obligations or Other First-Priority Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative named for such Series in
the applicable Joinder Agreement. 
 “Bankruptcy Case” has the meaning assigned to such term in
Section 2.05(b). 
 “Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar
federal or state law for the relief of debtors. 
 “Bankruptcy Law” means the Bankruptcy Code, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions
from time to time in effect. 
 “Cash Management Obligations” means, with respect to any Person, all obligations,
whether now owing or hereafter arising, of such Person in respect of overdrafts or other liabilities owed to any other Person that arise from treasury, depositary or cash management services, including any automated clearing house or other
electronic transfers of funds, credit cards, purchase or debit cards, e-payable services or any similar transactions, including any services or transactions of the type referred to in the definition of “Cash Management Agreement” in the
Credit Agreement. 
 “Collateral” means all assets and properties subject to Liens created pursuant to any
First-Priority Collateral Document to secure one or more Series of First-Priority Obligations. 
 “Collateral Agent”
has the meaning assigned to such term in the introductory paragraph hereof, together with its successors and assigns. 

“Collateral Agreement” means the Collateral Agreement (First Lien) dated as of July 1, 2015 among the Company,
each other pledgor party thereto, the Collateral Agent and the other parties thereto, as amended, modified, supplemented, replaced or restated from time to time. 

“Common Collateral” means, at any time, Collateral in which the holders of two or more Series of First-Priority
Obligations (or their respective Authorized Representatives or the Collateral Agent on behalf of such holders) hold a valid and perfected security interest or Lien (including, without limitation, in respect of equity interests of Foreign
Subsidiaries directly owned by any Grantor that have been pledged as Collateral) at such time. If more than two Series of First-Priority Obligations are 

  
 3 








 
outstanding at any time and the holders of less than all Series of First-Priority Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such
Collateral shall constitute Common Collateral for those Series of First-Priority Obligations that hold a valid and perfected security interest or Lien in such Collateral at such time and shall not constitute Common Collateral for any Series which
does not have a valid and perfected security interest or Lien in such Collateral at such time. 
 “Company” means
Prime Security Services Borrower, LLC, a Delaware limited liability company. 
 “Consent of Grantors” means the
Consent of Grantors in the form of Annex A attached hereto. 
 “Controlled” 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 ownership of voting securities, by contract or otherwise. 

“Controlling Secured Parties” means, with respect to any Common Collateral, the Series of First-Priority Secured
Parties whose Authorized Representative is the Applicable Authorized Representative for such Common Collateral. 
 “Credit
Agreement” means that certain First Lien Credit Agreement, dated as of July 1, 2015, among the Company, Holdings, the lending institutions from time to time parties thereto, the Administrative Agent and the other parties thereto as
amended and restated by the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 and as further amended, restated, supplemented or otherwise modified, Refinanced or replaced from time to time, including, in the event such Credit
Agreement is terminated or replaced and the Company subsequently enters into any “Credit Agreement” (as defined in the Initial Other First-Priority Agreement (or the Equivalent Provision thereof)), the Credit Agreement designated by the
Company to be the “Credit Agreement” hereunder. 
 “Credit Agreement Documents” means the Credit Agreement
and the other “Loan Documents” as defined in the Credit Agreement (or any Equivalent Provision thereof). 
 “Credit
Agreement Obligations” means all “Loan Obligations” (as such term is defined in the Credit Agreement (or the Equivalent Provision thereof)) of the Company and other obligors under the Credit Agreement or any of the other
Credit Agreement Documents, and all other obligations to pay principal, premium, if any, interest, fees and expenses (including any interest, fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless
of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the Credit Agreement Documents and the performance of all other Obligations of the obligors thereunder
to the lenders and agents under the Credit Agreement Documents, according to the respective terms thereof. 

  
 4 








 “Credit Agreement Secured Obligations” means, collectively, (i) the
Credit Agreement Obligations and (ii) any First-Priority Cash Management Obligations and First-Priority Hedging Obligations included in the term “Credit Agreement Secured Obligations” as defined in the Collateral Agreement (or the
Equivalent Provision thereof). 
 “Credit Agreement Secured Parties” means the “Secured Parties” as
defined in the Credit Agreement (or the Equivalent Provision thereof). 
 “DIP Financing” has the meaning assigned
to such term in Section 2.05(b). 
 “DIP Financing Liens” has the meaning assigned to such term in
Section 2.05(b). 
 “DIP Lenders” has the meaning assigned to such term in Section 2.05(b). 

“Discharge” means, with respect to any Common Collateral and any Series of First-Priority Obligations, the date on
which such Series of First-Priority Obligations is no longer secured by such Common Collateral. The term “Discharged” has a corresponding meaning. 

“Discharge of Credit Agreement Obligations” means, with respect to any Common Collateral, the Discharge of the Credit
Agreement Obligations with respect to such Common Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations or an
incurrence of future Credit Agreement Obligations with additional First-Priority Obligations secured by such Common Collateral under an Other First-Priority Agreement which has been designated in writing by the Company to the Collateral Agent and
each other Authorized Representative as the “Credit Agreement” for purposes of this Agreement. 
 “Equivalent
Provision” means, with respect to any reference to a specific provision of an agreement in effect on the date hereof (the “original agreement”), if such agreement is amended, restated, supplemented, modified or replaced after
the date hereof in a manner permitted hereby, the provision in such amended, restated, supplemented, modified or replacement agreement that is the equivalent to such specific provision in such original agreement. 

“Event of Default” means an Event of Default under and as defined in the Credit Agreement or any Other First-Priority
Agreement (or, in each case, the Equivalent Provision thereof). 
 “First-Priority Cash Management Obligations”
means any Cash Management Obligations secured by any Common Collateral under the First-Priority Collateral Documents. 

  
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 “First-Priority Collateral Documents” means any agreement, instrument or
document entered into in favor of the Collateral Agent for purposes of securing any Series of First-Priority Obligations. 

“First-Priority Hedging Obligations” means any Hedging Obligations secured by any Common Collateral under the
First-Priority Collateral Documents. 
 “First-Priority Obligations” means, collectively, (i) the Credit
Agreement Secured Obligations, (ii) each Series of Other First-Priority Obligations and (iii) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of
Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Agreement). 

“First-Priority Secured Parties” means (a) the Credit Agreement Secured Parties and (b) the Other
First-Priority Secured Parties with respect to each Series of Other First-Priority Obligations. 
 “Grantors” means
each of Holdings, the Company and such of the Subsidiaries of the Company that, in each case, has executed and delivered a First-Priority Collateral Document as a grantor thereunder with respect to two or more Series of First-Priority Obligations.

 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under (a) currency
exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements, and currency exchange, interest rate or commodity collar agreements and (b) other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange, interest rates or commodity prices, including any obligations of the type referred to in the definition of “Hedging Agreement” in the Credit Agreement. 

“Holdings” means Prime Security Services Holdings, LLC, a Delaware limited liability company. 

“Impairment” has the meaning assigned to such term in Section 1.01(b). 

“Initial Other Authorized Representative” has the meaning assigned to such term in the introductory paragraph to this
Agreement. 
 “Initial Other First-Priority Agreement” means that certain Indenture, dated as of March 19, 2014
(as amended, supplemented or otherwise modified from time to time, including pursuant to the First Supplemental Indenture, dated as of April 8, 2016), between The ADT Corporation (“ADT”) and Wells Fargo Bank, National
Association, trustee (the “Trustee”), pursuant to which ADT has issued $300,000,000 of 5.250% Senior Notes due 2020. 

“Initial Other First-Priority Obligations” means the Other First-Priority Obligations arising under or pursuant to the
Initial Other First-Priority Agreement. 

  
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 “Initial Other First-Priority Secured Parties” means the holders of any
Initial Other First-Priority Obligations and the Initial Other Authorized Representative. 
 “Insolvency or Liquidation
Proceeding” means: 
 (1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other
Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary; 

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency (except for any voluntary liquidation, dissolution or other winding up to the extent permitted by the applicable Secured Credit Documents); or 

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims. 
 “Intervening Creditor”
has the meaning assigned to such term in Section 2.01(a). 
 “Joinder Agreement” means the documents required
to be delivered by an Authorized Representative to the Collateral Agent pursuant to Section 5.19 of the Collateral Agreement (or the Equivalent Provision thereof) in order to create an additional Series of Other First-Priority Obligations or a
Refinancing of any Series of First-Priority Obligations. 
 “Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a
Lien. 
 “Major Non-Controlling Authorized Representative” means, with respect to any Common Collateral, the
Authorized Representative of the Series of Other First-Priority Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First-Priority Obligations with respect to such Common Collateral. 

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. 

  
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 “Non-Controlling Authorized Representative” means, at any time with
respect to any Common Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Common Collateral. 

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized
Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and
as defined in the Other First-Priority Agreement under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Collateral Agent’s and each other Authorized Representative’s receipt of
written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in
the Other First-Priority Agreement under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First-Priority Obligations of the Series with respect to which such
Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Other First-Priority
Agreement; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Common Collateral (1) at any time the Administrative
Agent or the Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Common Collateral or (2) at any time the Grantor that has granted a security interest in such Common Collateral is then a debtor
under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured
Parties” means, with respect to any Common Collateral, the First-Priority Secured Parties which are not Controlling Secured Parties with respect to such Common Collateral. 

“Obligations” means any principal, interest, fees and expenses (including any interest, fees and expenses accruing
after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), penalties, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit
and bankers’ acceptances), damages and other liabilities payable under the documentation governing any indebtedness; provided, that Obligations with respect to the Initial Other First-Priority Obligations shall not include fees or
indemnifications in favor of third parties other than the Initial Other Authorized Representative and the Initial Other First-Priority Secured Parties. 

“Other First-Priority Agreement” means “Other First Lien Agreement” as defined in the Collateral Agreement
(or the Equivalent Provision thereof) and includes the Initial Other First-Priority Agreement. 

  
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 “Other First-Priority Obligations” means “Other First Lien
Obligations” as defined in the Collateral Agreement (or the Equivalent Provision thereof) and includes the Initial Other First-Priority Obligations. 

“Other First-Priority Secured Party” means the holders of any Other First-Priority Obligations and any Authorized
Representative with respect thereto and includes the Initial Other First-Priority Secured Parties. 
 “Person” means
any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 

“Possessory Collateral” means any Common Collateral in the possession of the Collateral Agent (or its agents or
bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes,
Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First-Priority Collateral Documents. All capitalized terms used in this definition and not defined elsewhere in this
Agreement have the meanings assigned to them in the New York UCC. 
 “Proceeds” has the meaning assigned to such
term in Section 2.01(a). 
 “Refinance” means, in respect of any indebtedness, to refinance, extend, renew,
defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by
adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any
credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 

“Secured Credit Documents” means (i) the Credit Agreement Documents, (ii) the Initial Other First-Priority
Agreement and (iii) each Other First-Priority Agreement. 
 “Series” means (a) with respect to the
First-Priority Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the Initial Other First-Priority Secured Parties (in their capacities as such) and (iii) the Other First-Priority
Secured Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First-Priority Secured Parties) and (b) with respect to any
First-Priority Obligations, each of (i) the Credit Agreement Secured Obligations, (ii) the Initial Other First-Priority Obligations and (iii) the Other First-Priority Obligations incurred pursuant to any Other First-Priority Agreement
(other than the Initial Other First-Priority Agreement), which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First-Priority Obligations). 

  
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 “Subsidiary” means, with respect to any person (herein referred to as the
“parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50%
of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
 ARTICLE II 

Priorities and Agreements with Respect to Common Collateral 

SECTION 2.01 Priority of Claims. 

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)),
if an Event of Default has occurred and is continuing, and the Collateral Agent or any First-Priority Secured Party is taking action to enforce rights in respect of any Common Collateral, or any distribution is made in respect of any Common
Collateral in any Bankruptcy Case of any Grantor or any First-Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Common Collateral, the proceeds of any sale, collection
or other liquidation of any such Common Collateral by any First-Priority Secured Party or received by the Collateral Agent or any First-Priority Secured Party pursuant to any such intercreditor agreement with respect to such Common Collateral and
proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First-Priority Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds
of any sale, collection or other liquidation of any Common Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Collateral Agent in the order specified in
Section 4.02 of the Collateral Agreement (or the Equivalent Provision thereof). Notwithstanding the foregoing, with respect to any Common Collateral for which a third party (other than a First-Priority Secured Party and, without limiting the
foregoing, after taking into account the effect of any applicable intercreditor agreements) has a lien or security interest that is junior in priority to the security interest of any Series of First-Priority Obligations but senior (as determined by
appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First-Priority Obligations (such third party an “Intervening Creditor”), the value of any Common Collateral or Proceeds
which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Common Collateral or Proceeds to be distributed in respect of the Series of First-Priority Obligations with respect to which such Impairment
exists. 

  
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 (b) It is acknowledged that the First-Priority Obligations of any Series may, subject to the
limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without
affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First-Priority Secured Parties of any Series. 

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of
First-Priority Obligations granted on the Common Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens
securing the First-Priority Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b) hereof), each First-Priority Secured Party hereby agrees that the Liens securing each Series of
First-Priority Obligations on any Common Collateral shall be of equal priority. 
 SECTION 2.02 Actions with Respect to Common Collateral;
Prohibition on Contesting Liens. 
 (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the
Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), and then only on the instructions of the Applicable Authorized
Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized
Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Applicable Authorized
Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action
to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Common Collateral (including
with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the
Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal
priority of the Liens securing each Series of First-Priority Obligations, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Common Collateral as if such Applicable Authorized
Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the
Applicable Authorized 

  
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Representative or the Controlling Secured Party or any other exercise by the Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies
relating to the Common Collateral or to cause the Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Collateral Agent or any Authorized Representative with respect
to any Collateral not constituting Common Collateral. 
 (b) Each of the Authorized Representatives agrees that it will not accept any Lien
on any Common Collateral for the benefit of any Series of First-Priority Obligations (other than funds deposited for the discharge or defeasance of any Secured Credit Documents governing such Series of First-Priority Obligations) other than pursuant
to the First-Priority Collateral Documents and, by executing this Agreement (or a Joinder Agreement), each Authorized Representative and the Series of First-Priority Secured Parties for which it is acting hereunder agree to be bound by the
provisions of this Agreement and the other First-Priority Collateral Documents applicable to it. 
 (c) Each of the First-Priority Secured
Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a
Lien held by or on behalf of any of the First-Priority Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of
any of the Collateral Agent or any First-Priority Secured Party to enforce this Agreement or (ii) the rights of any First-Priority Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien
purporting to secure First-Priority Obligations constituting unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code. 

SECTION 2.03 No Interference; Payment Over. 

(a) Each First-Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability
of any First-Priority Obligations of any Series or any First-Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Priority Collateral Document or the validity or enforceability of the
priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning
the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken
any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral by the Collateral Agent,
(iii) except as provided in Section 2.02, it shall have no right to (A) direct the Collateral Agent or any other First-Priority Secured Party to exercise any right, remedy or power with respect to any Common Collateral (including
pursuant to any intercreditor agreement) or (B) consent to the exercise by the Collateral Agent or any other First-Priority Secured Party of any right, 

  
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remedy or power with respect to any Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral
Agent or any other First-Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Common Collateral, and none of the Collateral Agent, any Applicable Authorized
Representative or any other First-Priority Secured Party shall be liable for any action taken or omitted to be taken by the Collateral Agent, such Applicable Authorized Representative or other First-Priority Secured Party with respect to any Common
Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and
(vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or
impair the rights of any of the Collateral Agent or any other First-Priority Secured Party to enforce this Agreement. 
 (b) Each
First-Priority Secured Party hereby agrees that, if it shall obtain possession of any Common Collateral or shall realize any proceeds or payment in respect of any such Common Collateral, pursuant to any First-Priority Collateral Document or by the
exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each
Series of First-Priority Obligations, then it shall hold such Common Collateral, proceeds or payment in trust for the other First-Priority Secured Parties and promptly transfer such Common Collateral, proceeds or payment, as the case may be, to the
Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01(a) hereof. 
 SECTION
2.04 Automatic Release of Liens; Amendments to First-Priority Collateral Documents. 
 (a) If at any time any Common Collateral is
transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is
pending at the time) the Liens in favor of the Collateral Agent for the benefit of each Series of First-Priority Secured Parties upon such Common Collateral will automatically be released and discharged upon final conclusion of foreclosure
proceeding; provided that any proceeds of any Common Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. 

(b) Each First-Priority Secured Party agrees that the Collateral Agent may enter into any amendment (and, upon request by the Collateral
Agent, each Authorized Representative shall sign a consent to such amendment) to any First-Priority Collateral Document (including, without limitation, to release Liens securing any Series of First-Priority Obligations) so long as such amendment,
subject to clause (d) below, is not prohibited by the terms of each then extant Secured Credit Document. Additionally, each First-Priority Secured Party agrees that the Collateral Agent may enter into any


  
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amendment (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First-Priority Collateral Document solely as such amendment to
such First-Priority Collateral Document relates to a particular Series of First-Priority Obligations (including, without limitation, to release Liens securing such Series of First-Priority Obligations) so long as, subject to clause (d) below,
(x) such amendment is in accordance with the Secured Credit Document pursuant to which such Series of First-Priority Obligations was incurred and (y) such amendment does not adversely affect the First-Priority Secured Parties of any other
Series. 
 (c) Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such
authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Common Collateral, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding
clauses or otherwise, or amendment to any First-Priority Collateral Document provided for in this Section. 
 (d) In determining whether an
amendment to any First-Priority Collateral Document is not prohibited by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Company stating in good faith that such amendment is not prohibited by
Section 2.04(b) above. 
 SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. 

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any of its Subsidiaries. 

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as
debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash
collateral under Section 363 of the Bankruptcy Code, each First-Priority Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any
such financing or to the Liens on the Common Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Common Collateral, unless any Controlling Secured Party, or an Authorized
Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such
Common Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Common Collateral on the same terms as the Liens of the Controlling Secured Parties (other than
any Liens of any First-Priority Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to
secure the First-Priority 

  
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Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Common Collateral as set forth herein), in each case so long as
(A) the First-Priority Secured Parties of each Series retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same
priority vis-a-vis all the other First-Priority Secured Parties (other than any Liens of the First-Priority Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First-Priority
Secured Parties of each Series are granted Liens on any additional collateral pledged to any First-Priority Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority
vis-a-vis the First-Priority Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Priority Obligations, such amount is applied pursuant to
Section 2.01(a) of this Agreement, and (D) if any First-Priority Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of
such adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided that the First-Priority Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any
Collateral subject to Liens in favor of the First-Priority Secured Parties of such Series or its Authorized Representative that shall not constitute Common Collateral; and provided further that the First-Priority Secured Parties
receiving adequate protection shall not object to any other First-Priority Secured Party receiving adequate protection comparable to any adequate protection granted to such First-Priority Secured Parties in connection with a DIP Financing or use of
cash collateral. 
 SECTION 2.06 Reinstatement. In the event that any of the First-Priority Obligations shall be paid in full and such
payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be
returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First-Priority Obligations shall again have been paid in full in cash. 

SECTION 2.07 Insurance. As between the First-Priority Secured Parties, the Collateral Agent, acting at the direction of the Applicable
Authorized Representative, shall have the right to adjust or settle any insurance policy or claim covering or constituting Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Common Collateral. 
 SECTION 2.08 Refinancings. The First-Priority Obligations of any Series may be Refinanced, in
whole or in part, in each case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Secured Credit Document) of, any First-Priority Secured Party of any other Series,
all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the
holders of such Refinancing indebtedness. 

  
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 SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection. 

(a) The Collateral Agent agrees to hold any Common Collateral constituting Possessory Collateral that is part of the Collateral in its
possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party and any assignee solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Collateral Agent,
each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured
Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of
this Section 2.09. 
 (b) The duties or responsibilities of the Collateral Agent and each other Authorized Representative under this
Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien
held by such First-Priority Secured Parties therein. 
 (c) The agreement of the Collateral Agent to act as gratuitous bailee and/or
gratuitous agent pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC. 

ARTICLE III 
 Existence and
Amounts of Liens and Obligations 
 Whenever the Collateral Agent or any Authorized Representative shall be required, in connection with the
exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Priority Obligations of any Series, or the Common Collateral subject to any Lien securing the First-Priority Obligations of any
Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that, if an
Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination or not make any determination by
such method as it may, in the exercise of its good faith judgment, determine, including by 

  
 16 








 
reliance upon a certificate of the Company. The Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by
it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First-Priority Secured Party or any other person as a result of such
determination. 
 ARTICLE IV 

The Collateral Agent 
 SECTION
4.01 Appointment and Authority. 
 (a) Each of the First-Priority Secured Parties hereby irrevocably appoints Barclays Bank PLC to act on
its behalf as the Collateral Agent hereunder and under each of the other First-Priority Collateral Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent
by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First-Priority Obligations, together with such powers and discretion as are
reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under any of the First-Priority Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of
all provisions of this Article IV and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First-Priority Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent”
under the First-Priority Collateral Documents) as if set forth in full herein with respect thereto. 
 (b) Each Non-Controlling Secured
Party acknowledges and agrees that the Collateral Agent shall be entitled, for the benefit of the First-Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Common Collateral as provided herein and in the
First-Priority Collateral Documents, without regard to any rights to which Non-Controlling Secured Parties would otherwise be entitled as a result of holding any First-Priority Obligations. Without limiting the foregoing, each Non-Controlling
Secured Party agrees that none of the Collateral Agent, the Applicable Authorized Representative or any other First-Priority Secured Party shall have any duty or obligation first to marshal or realize upon any type of Common Collateral (or any other
Collateral securing any of the First-Priority Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Common Collateral (or any other Collateral securing any First-Priority Obligations), in any manner that would
maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured
Parties from such realization, sale, disposition or liquidation. Each of the First-Priority Secured Parties waives any claim it may now or 

  
 17 








 
hereafter have against the Collateral Agent or the Authorized Representative of any other Series of First-Priority Obligations or any other First-Priority Secured Party of any other Series
arising out of (i) any actions which the Collateral Agent, any Authorized Representative or any First-Priority Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any
Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority
Obligations from any account debtor, guarantor or any other party) in accordance with the First-Priority Collateral Documents or any other agreement related thereto or to the collection of the First-Priority Obligations or the valuation, use,
protection or release of any security for the First-Priority Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First-Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code
by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Common Collateral in full or partial satisfaction of any First-Priority Obligations
pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First-Priority Obligations for whom such Collateral constitutes Common Collateral. 

SECTION 4.02 Rights as a First-Priority Secured Party. The Person serving as the Collateral Agent hereunder shall have the same rights and
powers in its capacity as a First-Priority Secured Party under any Series of First-Priority Obligations that it holds as any other First-Priority Secured Party of such Series and may exercise the same as though it were not the Collateral Agent and
the term “First-Priority Secured Party” or “First-Priority Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Other First-Priority Secured
Party” or “Other First-Priority Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Collateral Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary of the Company or other Affiliate
thereof as if such Person were not the Collateral Agent hereunder and without any duty to account therefor to any other First-Priority Secured Party. 

SECTION 4.03 Exculpatory Provisions. 

(a) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other First-Priority
Collateral Documents. Without limiting the generality of the foregoing, the Collateral Agent: 

  
 18 








 (i) shall not be subject to any fiduciary or other implied duties of any kind or
nature to any Person, regardless of whether an Event of Default has occurred and is continuing; 
 (ii) shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other First-Priority Collateral Documents that the Collateral Agent is required to exercise as
directed in writing by the Applicable Authorized Representative; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or
that is contrary to any First-Priority Collateral Document or applicable law; 
 (iii) shall not, except as expressly set
forth herein and in the other First-Priority Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained
by the Person serving as the Collateral Agent or any of its Affiliates in any capacity; 
 (iv) shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of the Applicable Authorized Representative or (ii) in the absence of its own gross negligence or willful misconduct or (iii) in reliance on a certificate of an
authorized officer of the Company stating that such action is not prohibited by the terms of this Agreement. The Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First-Priority Obligations unless and
until notice describing such Event of Default is given to the Collateral Agent by the Authorized Representative of such First-Priority Obligations or the Company; 

(v) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other First-Priority Collateral Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default, (iv) the validity, enforceability, effectiveness or genuineness
of this Agreement, any other First-Priority Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First-Priority Collateral Documents, (v) the
value or the sufficiency of any Collateral for any Series of First-Priority Obligations, or (vi) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly required to be
delivered to the Collateral Agent; 
 (vi) shall not have any fiduciary duties or contractual obligations of any kind or
nature under any Other First-Priority Agreement (but shall be entitled to all protections provided to the Collateral Agent therein); 

  
 19 








 (vii) with respect to the Credit Agreement, any Other First-Priority Agreement or
any First-Priority Collateral Document, may conclusively assume that the Grantors have complied with all of their obligations thereunder unless advised in writing by the Authorized Representative thereunder to the contrary specifically setting forth
the alleged violation; and 
 (viii) may conclusively rely on any certificate of an officer of the Company provided pursuant
to Section 2.04(d) hereof. 
 (b) Each First-Priority Secured Party acknowledges that, in addition to acting as the initial Collateral
Agent, Barclays Bank PLC also serves as Administrative Agent under the Credit Agreement and each First-Priority Secured Party hereby agrees not to assert any claim (including as a result of any conflict of interest) against Barclays Bank PLC, or any
successor, arising from the role of Administrative Agent under the Credit Agreement so long as Barclays Bank PLC, or any such successor is either acting in accordance with the express terms of such documents or otherwise has not engaged in gross
negligence or willful misconduct. 
 (c) The Initial Other Authorized Representative and the Initial Other First-Priority Secured Parties
hereby waive any claim they may now or hereafter have against the Collateral Agent or any other First-Priority Secured Parties arising out of (i) any actions which the Collateral Agent (or any of its representatives) takes or omits to take
(including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, disposition, release or depreciation of, or failure to realize upon, any of the Collateral and
actions with respect to the collection of any claim for all or any part of the Obligations from any account debtor, guarantor or any other party) in accordance with any relevant First-Priority Collateral Documents, or any other agreement related
thereto, or to the collection of the Obligations or the valuation, use, protection or release of any security for the Obligations, (ii) any election by the Collateral Agent (or any of its agents), in any proceeding instituted under the
Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code, or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the
Bankruptcy Code by, the Company or any of its Subsidiaries, as debtor-in-possession. 
 SECTION 4.04 Reliance by Collateral Agent. The
Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may include, but shall not be limited to counsel for the Company or counsel for the
Administrative Agent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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 SECTION 4.05 Delegation of Duties. The Collateral Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other First-Priority Collateral Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent. 

SECTION 4.06 Resignation of Collateral Agent. The Collateral Agent may at any time give notice of its resignation as Collateral Agent under
this Agreement and the other First-Priority Collateral Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation, the Applicable Authorized Representative shall have the right (subject, unless an
Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Company (not to be unreasonably withheld or delayed)), to appoint a successor, which
shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor shall have been so appointed by the Applicable Authorized
Representative and shall have accepted such appointment within 10 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the First-Priority Secured Parties, appoint a successor
Collateral Agent meeting the qualifications set forth above; provided that, if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First-Priority Collateral Documents (except that in the case of
any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for
purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the
Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to
each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral
Agent hereunder and under the First-Priority Collateral Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral
Agent shall be discharged from all of its duties and obligations hereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Article, Sections 8.07 and 9.05 of the Credit Agreement and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of
such retiring Collateral Agent, its sub-agents and their 

  
 21 








 
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of resignation
of the Collateral Agent hereunder and under the other First-Priority Collateral Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring
Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent as promptly as practicable. 
 SECTION 4.07
Non-Reliance on Collateral Agent and Other First-Priority Secured Parties. Each First-Priority Secured Party, other than the Initial Other Authorized Representative, acknowledges that it has, independently and without reliance upon the Collateral
Agent, any Authorized Representative or any other First-Priority Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Secured Credit Documents. Each First-Priority Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Agent, any Authorized Representative or any other First-Priority Secured Party
or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit
Document or any related agreement or any document furnished hereunder or thereunder. 
 SECTION 4.08 Collateral and Guaranty Matters. Each
of the First-Priority Secured Parties irrevocably authorizes the Collateral Agent, at its option and in its discretion, 
 (a) to release
any Lien on any property granted to or held by the Collateral Agent under any First-Priority Collateral Document in accordance with Section 2.04 of this Agreement or upon receipt of a written request from the Company stating that the release of
such Lien is not prohibited by the terms of each then extant Secured Credit Document; and 
 (b) to release any Grantor from its obligations
under the First-Priority Collateral Documents upon receipt of a written request from the Company stating that such release is not prohibited by the terms of each then extant Secured Credit Document. 

ARTICLE V 
 Miscellaneous

 SECTION 5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 
 (a) if to the Collateral Agent or the
Administrative Agent, to it as provided in the Credit Agreement; 

  
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 (b) if to the Initial Other Authorized Representative, to it at as provided in the Initial Other
First-Priority Agreement; and 
 (c) if to any additional other Authorized Representative, to it at the address set forth in the applicable
Joinder Agreement. 
 Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter
(in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to
such party as provided in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among the Collateral Agent and each Authorized
Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. 

SECTION 5.02 Waivers; Amendment; Joinder Agreements. 

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be
effective unless the same shall not be prohibited by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement
nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent)
and the Company. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense, and without the consent of any Authorized
Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any Secured Credit Document. Each party to this
Agreement agrees that (i) at the request (and sole expense) of the Company, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such


  
 23 








 
modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the
effectiveness of any such modifications) and (ii) the Company shall be a beneficiary of this Section 5.02(b). 
 (c)
Notwithstanding the foregoing, without the consent of any First-Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.19 of the Collateral
Agreement (or the Equivalent Provision thereof) and, upon such execution and delivery, such Authorized Representative and the Other First-Priority Secured Parties and Other First-Priority Obligations of the Series for which such Authorized
Representative is acting shall be subject to the terms hereof and the terms of the other First-Priority Collateral Documents applicable thereto. 

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, as well as the other First-Priority Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. 

SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be
considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 
 SECTION
5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by
facsimile transmission or via electronic mail shall be as effective as delivery of a manually signed counterpart of this Agreement. 

SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 5.07 Governing Law. THIS AGREEMENT
AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

  
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 SECTION 5.08 Submission to Jurisdiction; Waivers. The Collateral Agent and each Authorized
Representative, on behalf of itself and the First-Priority Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the First-Priority Collateral
Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the state and federal courts located in New York County and appellate courts from any thereof and waives any objection to any
action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted hereunder in any such court; 

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01 hereof; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First-Priority Secured Party) to effect service of
process in any other manner permitted by law; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 

SECTION 5.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.  

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 5.11 Conflicts. In
the event of any conflict between the terms of this Agreement and the terms of any of the other Secured Credit Documents or First-Priority Collateral Documents, the terms of this Agreement shall govern. 

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of
defining the 

  
 25 








 
relative rights of the First-Priority Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations
hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the Credit
Agreement or any Other First-Priority Agreements), and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the
obligations of any Grantor, which are absolute and unconditional, to pay the First-Priority Obligations as and when the same shall become due and payable in accordance with their terms. 

SECTION 5.13 Authorized Representatives. Each of the Authorized Representative under the Credit Agreement and the Initial Other Authorized
Representative is executing and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the Credit Agreement or the Initial Other First-Priority Agreement, as applicable; and in so doing, neither the
Authorized Representative under the Credit Agreement nor the Initial Other Authorized Representative shall be responsible for the terms or sufficiency of this Agreement for any purpose. Each of the Authorized Representative under the Credit
Agreement and the Initial Other Authorized Representative shall not have duties or obligations under or pursuant to this Agreement other than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In
entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the Authorized Representative under the Credit Agreement and the Initial Other Authorized Representative shall have and be
protected by all of the rights, immunities, indemnities and other protections granted to it under the Credit Agreement or the Initial Other First-Priority Agreement, as applicable. 

SECTION 5.14 Junior Lien Intercreditor Agreements. The Collateral Agent, the Administrative Agent, the Initial Other Authorized Representative
and each other Authorized Representative hereby appoint the Collateral Agent to act as First Lien Facility Agent and Applicable First Lien Agent on their behalf pursuant to and in connection with the execution of the First Lien/Second Lien
Intercreditor Agreement and as agent on their behalf pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on the Common Collateral junior to Liens securing the First-Priority Obligations that are
incurred after the date hereof in compliance with the Secured Credit Documents. The Collateral Agent, solely in such capacity under any such intercreditor agreements, shall take direction from the Applicable Authorized Representative with respect to
the Common Collateral. 
 [Remainder of this page intentionally left blank] 

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

			
	BARCLAYS BANK PLC, as Collateral Agent


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	BARCLAYS BANK PLC, as Authorized Representative under the Credit Agreement


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Initial Other Authorized

Representative



 
			
		
	By:	 	  

		 	Name:
		 	Title


 [Signature Page to First Lien/First Lien Intercreditor Agreement] 







 Annex A 

to First Lien/First Lien Intercreditor Agreement 

[Form of] 
 CONSENT OF
GRANTORS 
 Dated:
[                    ] 
 Reference is
made to the First Lien/First Lien Intercreditor Agreement, dated as of May 2, 2016, among Barclays Bank PLC, as Collateral Agent, Barclays Bank PLC, as Authorized Representative under the Credit Agreement, and Wells Fargo Bank, National
Association, as Initial Other Authorized Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. 
 Each of the Grantors party hereto has read
the foregoing Intercreditor Agreement and consents thereto. Each of the Grantors party hereto agrees that it will not take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the
requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no First-Priority Secured Party shall have any liability to any Grantor for acting in accordance with the
provisions of the foregoing Intercreditor Agreement. Each of the Grantors party hereto confirms that the foregoing Intercreditor Agreement is for the sole benefit of the First-Priority Secured Parties and their respective successors and assigns, and
that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein. 

Each of the Grantors party hereto agrees to take such further action and to execute and deliver such additional documents and instruments (in
recordable form, if requested) as the Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. 

This Consent of Grantors shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the
Grantors pursuant to this Consent of Grantors shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement. 

[Signatures follow.] 







 IN WITNESS HEREOF, this Consent of Grantors is hereby executed by each of the Grantors as of the
date first written above. 
  

			
	[NAMES OF GRANTORS]
		
	By:	 	              

		 	Name:
		 	Title:


 [Signature Page to Consent of Grantors] 







 EXHIBIT H-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Treated As Partnerships For 

U.S. Federal Income Tax Purposes) 

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E, as
applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative
Agent to the undersigned, or in either of the two calendar years preceding each such payment. 
 [Signature Page Follows] 

  
 H-1-1 








 
			
	[Foreign Lender]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]
		 	


 Dated:
                     







 EXHIBIT H-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Treated As Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such
Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in
connection with any Loan Document are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. 

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

[Signature Page Follows] 

  
 H-2-1 








 
			
	[Foreign Lender]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]


 Dated:
                     







 EXHIBIT H-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) and Section 9.04(d) of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no
payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E, as
applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all
times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. 

[Signature Page Follows] 

  
 H-3-1 








 
			
	[Foreign Participant]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]


 Dated:
                     







 EXHIBIT H-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is made to the Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), Prime Security Services
Borrower, LLC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) and Section 9.04(d) of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its
partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of
its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the
undersigned’s or its partners/members’ conduct of a U.S. trade or business. 
 The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. 

[Signature Page Follows] 

  
 H-3-1 








 
			
	[Foreign Participant]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]


 Dated:
                     







 EXHIBIT I 

FORM OF INTERCOMPANY SUBORDINATION TERMS 

SUBORDINATED INTERCOMPANY NOTE 

[        ], [        ] 

FOR VALUE RECEIVED, each of the undersigned listed on the signature page hereto that is a Loan Party (each, in such capacity, a
“Payor”), to the extent a borrower from time to time from any other person listed on the signature page hereto that is a Subsidiary that is not a Loan Party (each, in such capacity, a “Payee”), hereby promises to
pay to the order of such Payee, in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as such Payee shall from time to time designate,
the unpaid principal amount of all Indebtedness of such Payor to such Payee on such date or dates as shall be agreed upon from time to time by such Payor and such Payee (or, if no such dates are specified, on demand). Each Payor promises also to pay
interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

 Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have
the meanings given to them, as the context may require, in that certain Amended and Restated First Lien Credit Agreement, dated as of May 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Prime Security Services Holdings, LLC, a Delaware limited liability company, Prime Security Services Borrower, LLC, a Delaware limited liability company (the
“Borrower”), the lenders from time to time party thereto (“Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. For all purposes
herein, the term “Applicable Administrative Agent” shall mean the Administrative Agent for the benefit of the holders of Senior Indebtedness (as defined below), subject to any applicable intercreditor agreement, until and unless
another applicable agent is appointed as Applicable Administrative Agent for purposes of this Note pursuant to such intercreditor agreement. 

The Indebtedness evidenced by this Note owed by any Payor to any Payee shall be subordinate and junior in right of payment, to the extent and
in the manner hereinafter set forth, to (a) all Obligations (under and as defined in the Credit Agreement) of such Payor, (b) any senior Indebtedness that renews, refunds, restructures or refinances any of the Indebtedness specified in
clause (a), to the extent by its terms expressly requiring the subordination thereto of the Indebtedness evidenced by this Note, (c) any other senior Indebtedness of such Payor that by its terms expressly requires the subordination thereto of
the 

  
 I-1 








 
Indebtedness evidenced by this Note and (d) interest on any of the foregoing, accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such
interest is an allowed claim in such proceeding (the Indebtedness specified in clauses (a) through (d) being hereinafter collectively referred to as “Senior Indebtedness”), until the latest to occur of (x) the
Termination Date under the Credit Agreement and (y) the date of payment in full in cash of any other Senior Indebtedness (other than contingent obligations as to which no claim has been made) (such latest date to occur, the “Payoff
Date”); provided that each such Payor may make payments to the applicable Payee unless an Event of Default shall have occurred and be continuing and such Payor shall have received notice from the Applicable Administrative Agent
(provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit Agreement). 

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relating to any Payor or to its property, and in the event of any proceedings for involuntary liquidation, dissolution or other winding up of any Payor, or any voluntary liquidation, dissolution or other winding up of any Payor
that violates the terms of the Credit Agreement, whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, until the Payoff Date shall have occurred, (x) no Payee shall be entitled to
receive (whether directly or indirectly), or make any demand for, any payment or distribution from such Payor on account of any Indebtedness evidenced by this Note owed by such Payor to such Payee and (y) any such payment or distribution to
which such Payee would otherwise be entitled, whether in cash, property or securities (other than a payment of debt securities of such Payor that are subordinated and junior in right of payment to the Senior Indebtedness to at least the same extent
as the Indebtedness evidenced by this Note is subordinated and junior in right of payment to the Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall instead
be made to the Applicable Administrative Agent, subject to any applicable intercreditor agreement. 
 The parties hereto expressly
acknowledge that the provisions of clauses (i) through (ix) of this Note constitute a “subordination agreement” under 510(a) of the Bankruptcy Code (or any similar provision under any other applicable bankruptcy law) and shall be
applicable and effective prior to and after the enforcement of any insolvency or liquidation proceeding referred to above in this clause (i). All references herein to any Payor shall apply to any trustee for such person and such person as debtor in
possession. 

  
 I-2 








 (ii) If any Event of Default has occurred and is continuing and after notice from the Applicable
Administrative Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit Agreement), then until the earliest to occur of (x) the Payoff
Date, (y) the date on which such Event of Default shall have been cured or waived and (z) the date on which the Applicable Administrative Agent shall have rescinded such notice, no payment or distribution of any kind or character shall be
made by or on behalf of any Payor, or any other person on its behalf, with respect to any amounts evidenced by this Note. 
 (iii) If any
payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any
amounts evidenced by this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii) above prior to the occurrence of the Payoff Date, such payment or distribution shall be held by such
Payee in trust (segregated from other property of such Payee) for the benefit of the Applicable Administrative Agent, and shall be paid over or delivered to the Applicable Administrative Agent promptly upon receipt, subject to any applicable
intercreditor agreement. 
 (iv) Each Payee agrees to file all claims against each relevant Payor in any bankruptcy or other proceeding in
which the filing of claims is required by law in respect of any Senior Indebtedness, and the Applicable Administrative Agent shall be entitled to all of such Payee’s rights thereunder. If for any reason a Payee fails to file such claim at least
10 Business Days prior to the last date on which such claim should be filed, such Payee hereby irrevocably appoints the Applicable Administrative Agent as its true and lawful attorney-in-fact and the Applicable Administrative Agent is hereby
authorized to act as attorney-in-fact in such Payee’s name to file such claim or, in the Applicable Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Applicable
Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Applicable Administrative Agent the full amount payable on the claim in
the proceeding, and, to the full extent necessary for that purpose, each Payee hereby assigns to the Applicable Administrative Agent all of such Payee’s rights to any 

  
 I-3 








 
payments or distributions to which such Payee otherwise would be entitled. If the amount so paid is greater than such Payee’s liability hereunder, the Applicable Administrative Agent shall
pay the excess amount to the party entitled thereto. 
 (v) Each Payee waives the right to compel that any property of any Payor or any
property of any guarantor of any Senior Indebtedness or any other person be applied in any particular order to discharge such Senior Indebtedness. Each Payee expressly waives the right to require the Applicable Administrative Agent or any other
holder of Senior Indebtedness to proceed against any Payor, any guarantor of any Senior Indebtedness or any other person, or to pursue any other remedy in its or their power that such Payee cannot pursue and that would lighten such Payee’s
burden, notwithstanding that the failure of the Applicable Administrative Agent or any such other holder to do so may thereby prejudice such Payee. Each Payee agrees that it shall not be discharged, exonerated or have its obligations hereunder
reduced by the delay of the Applicable Administrative Agent or any other holder of Senior Indebtedness in proceeding against or enforcing any remedy against any Payor, any guarantor of any Senior Indebtedness or any other person; by the delay of the
Applicable Administrative Agent or any holder of Senior Indebtedness in releasing any Payor, any guarantor of any Senior Indebtedness or any other person from all or any part of the Senior Indebtedness; or by the discharge of any Payor, any
guarantor of any Senior Indebtedness or any other person by an operation of law or otherwise, with or without the intervention or omission of the Applicable Administrative Agent or any such holder. 

(vi) Each Payee waives all rights and defenses arising out of an election of remedies by the Applicable Administrative Agent or any other
holder of Senior Indebtedness, even though that election of remedies, including any nonjudicial foreclosure with respect to any property securing any Senior Indebtedness, has impaired the value of such Payee’s rights of subrogation,
reimbursement, or contribution against any Payor, any guarantor of any Senior Indebtedness or any other person. Each Payee expressly waives any rights or defenses it may have by reason of protection afforded to any Payor, any guarantor of any Senior
Indebtedness or any other person with respect to the Senior Indebtedness pursuant to any anti-deficiency laws or other laws of similar import that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure
of property or assets securing any Senior Indebtedness. 

  
 I-4 








 (vii) Each Payee agrees that, without the necessity of any reservation of rights against it, and
without notice to or further assent by it, any demand for payment of any Senior Indebtedness made by the Applicable Administrative Agent or any other holder of Senior Indebtedness may be rescinded in whole or in part by the Applicable Administrative
Agent or such holder, and any Senior Indebtedness may be continued, and the Senior Indebtedness or the liability of any Payee, any guarantor thereof or any other person obligated thereunder, or any right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Applicable Administrative Agent or any other holder of Senior Indebtedness, in each case without notice to or further
assent by such Payee, which will remain bound hereunder, and without impairing, abridging, releasing or affecting the subordination provided for herein. 

(viii) Each Payee waives any and all notice of the creation, renewal, extension or accrual of any Senior Indebtedness, and any and all notice
of or proof of reliance by holders of Senior Indebtedness upon the subordination provisions set forth herein. The Senior Indebtedness shall be deemed conclusively to have been created, contracted or incurred, and the consent to create the
obligations of any Payee evidenced by this Note shall be deemed conclusively to have been given, in reliance upon the subordination provisions set forth herein. 

(ix) To the maximum extent permitted by law, each Payee waives any claim it might have against the Applicable Administrative Agent or any other
holder of Senior Indebtedness with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Applicable Administrative Agent or any such holder, or any of
their Related Parties, with respect to any exercise of rights or remedies under the Loan Documents, except to the extent due to the gross negligence or willful misconduct of the Applicable Administrative Agent or any such holder, as the case may be,
or any of its Related Parties, as determined by a court of competent jurisdiction in a final and nonappealable judgment. None of the Applicable Administrative Agent, any other holder of Senior Indebtedness or any of their Related Parties shall be
liable for failure to demand, collect or realize upon any guarantee of any Senior Indebtedness, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any property upon the request of any Payor, any Payee or
any other person or to take any other action whatsoever with regard to any such guarantee or any other property. 

  
 I-5 








 Each Payee and each Payor hereby agree that the subordination provisions set forth in this Note
are for the benefit of the Applicable Administrative Agent and the other holders of Senior Indebtedness. The Applicable Administrative Agent and the other holders of Senior Indebtedness are obligees under this Note to the same extent as if their
names were written herein as such and the Applicable Administrative Agent may, on behalf of itself and such other holders, proceed to enforce the subordination provisions set forth herein. 

All rights and interests of the Applicable Administrative Agent and the other holders of Senior Indebtedness hereunder, and the subordination
provisions and the related agreements of the Payors and Payees set forth herein, shall remain in full force and effect irrespective of: 

(i) any lack of validity or enforceability of the Credit Agreement or any other Loan Document; 

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Indebtedness or any amendment or
waiver or other modification, whether by course of conduct or otherwise, of, or consent to departure from, the Credit Agreement or any other Loan Document; 

(iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of or consent to departure
from, any guarantee of any Senior Indebtedness; or 
 (iv) any other circumstances that might otherwise constitute a defense available to, or
a discharge of, any Payor in respect of any Senior Indebtedness or of any Payee or any Payor in respect of the subordination provisions set forth herein. 

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the
obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such
Payee and other creditors of such Payor other than the Applicable Administrative Agent and the other holders of Senior Indebtedness, in each case subject to any applicable intercreditor agreement. 

Each Payee is hereby authorized to record all Indebtedness made by it to any Payor (all of which shall be evidenced by this Note except as
provided below), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. 

  
 I-6 








 Each Payor hereby waives diligence, presentment, demand, protest or notice of any kind whatsoever
in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. 
 This Note
shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof. Notwithstanding anything to the
contrary contained herein, in any other Loan Document or in any other promissory note or other instrument, (a) if any Indebtedness made on or before the date hereof by any Payee to any Payor is evidenced by a promissory note or other instrument
or agreement in existence as of the date hereof (an “Existing Note”), it is agreed between such Payee and such Payor that the obligations under such Existing Note are hereafter to be evidenced by this Note, except the Indebtedness
evidenced by an Existing Note described on Schedule A hereto (as such Schedule may from time to time be amended) and (b) it is agreed between the Payor and Payee that the agreements in existence as of the date hereof with respect to any
existing obligations (including agreements contained in any Existing Note) as to principal, amortization, currency, payment location and interest rate (if any) will continue to have effect under this Note until modified by agreement between such
Payor and such Payee. For the avoidance of doubt, this Note as between each Payor and each Payee contains additional terms to any intercompany loan agreement between them and this Note does not in any way replace such intercompany loans between them
nor does this Note in any way change the principal amount of any intercompany loans between them. 
 From time to time after the date
hereof, additional Subsidiaries of the Borrower may become parties hereto (as Payor, in the case of a Loan Party, or as Payee, in the case of a Subsidiary that is not a Loan Party, as the case may be) by executing a counterpart signature page to
this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Party shall be a Payor and/or a
Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or
release of any other Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other person becomes or fails to become or ceases to be a Payor or Payee
hereunder. 
 No amendment, modification or waiver of, or consent with respect to, any provisions of this Note shall be effective unless the
same shall be in writing and signed and delivered by each Payor and Payee whose rights or obligations shall be affected thereby; provided that, until the Payoff Date shall 

  
 I-7 








 
have occurred, the Applicable Administrative Agent shall have provided its prior written consent to such amendment, modification, waiver or consent of the subordination provisions hereof (such
consent not to be unreasonably withheld or delayed). 
 THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE
APPLICATION OF ANY OTHER LAW. 
 [Signature Pages Follow] 

  
 I-8 








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

			
	 [NAME OF ENTITY],
 a Loan Party, as
Payor



 
			
		
	By:	 	  

	Name:	 	
	Title:	 	


 
			
	
	 [NAME OF ENTITY],
 a Subsidiary that
is not a Loan Party, as Payee



 
			
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to the Subordinated Intercompany Note]