EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
 Published CUSIP Number:
56456CAE4 
 Revolving Credit CUSIP Number: 56456CAF1 

$500,000,000 
 AMENDED
AND RESTATED CREDIT AGREEMENT 
 Dated as of June 13, 2014 

among 
 MANTECH INTERNATIONAL
CORPORATION, 
 as the Borrower, 

The Other Lenders Party Hereto, 

PNC BANK, NATIONAL ASSOCIATION, 

as Swing Line Lender 
 and 

BANK OF AMERICA, N.A., 
 as
Administrative Agent 
 and 
 L/C
Issuer, 
 U.S. BANK, NATIONAL ASSOCIATION 

as Documentation Agent 

JPMORGAN CHASE BANK, 

PNC BANK, NATIONAL ASSOCIATION, and 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Co-Syndication Agents 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

J.P. MORGAN SECURITIES LLC, 

PNC CAPITAL MARKETS LLC, and 

WELLS FARGO SECURITIES, LLC 

as Joint Lead Arrangers and Joint Bookrunners 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	 	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	  
	 1.01.
	 	Defined Terms	  	 	1	  
	 1.02.
	 	Other Interpretive Provisions	  	 	27	  
	 1.03.
	 	Accounting Terms	  	 	28	  
	 1.04.
	 	Rounding	  	 	29	  
	 1.05.
	 	Exchange Rates; Currency Equivalents	  	 	29	  
	 1.06.
	 	Additional Alternative Currencies	  	 	29	  
	 1.07.
	 	Change of Currency	  	 	30	  
	 1.08.
	 	Times of Day	  	 	30	  
	 1.09.
	 	Letter of Credit Amounts	  	 	30	  
	ARTICLE II	 	THE COMMITMENTS AND CREDIT EXTENSIONS	  	 	31	  
	 2.01.
	 	Committed Loans	  	 	31	  
	 2.02.
	 	Borrowings, Conversions and Continuations of Committed Loans	  	 	31	  
	 2.03.
	 	Letters of Credit	  	 	33	  
	 2.04.
	 	Swing Line Loans	  	 	42	  
	 2.05.
	 	Prepayments	  	 	46	  
	 2.06.
	 	Termination or Reduction of Commitments	  	 	46	  
	 2.07.
	 	Repayment of Loans	  	 	47	  
	 2.08.
	 	Interest	  	 	47	  
	 2.09.
	 	Fees	  	 	48	  
	 2.10.
	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	48	  
	 2.11.
	 	Evidence of Debt	  	 	49	  
	 2.12.
	 	Payments Generally; Administrative Agent’s Clawback	  	 	49	  
	 2.13.
	 	Sharing of Payments by Lenders	  	 	51	  
	 2.14.
	 	Increase in Commitments	  	 	52	  
	 2.15.
	 	Cash Collateral	  	 	53	  
	 2.16.
	 	Defaulting Lenders	  	 	54	  
	ARTICLE III	 	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	56	  
	 3.01.
	 	Taxes	  	 	56	  
	 3.02.
	 	Illegality	  	 	60	  
	 3.03.
	 	Inability to Determine Rates	  	 	61	  
	 3.04.
	 	Increased Costs; Reserves on Eurocurrency Rate Loans	  	 	61	  
	 3.05.
	 	Compensation for Losses	  	 	63	  
	 3.06.
	 	Mitigation Obligations; Replacement of Lenders	  	 	63	  
	 3.07.
	 	Survival	  	 	64	  
	ARTICLE IV	 	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	64	  
	 4.01.
	 	Conditions of Initial Credit Extension	  	 	64	  
	 4.02.
	 	Conditions to all Credit Extensions	  	 	67	  
	ARTICLE V	 	REPRESENTATIONS AND WARRANTIES	  	 	68	  
	 5.01.
	 	Existence, Qualification and Power; Compliance with Laws	  	 	68	  
	 5.02.
	 	Authorization; No Contravention	  	 	68	  
	 5.03.
	 	Governmental Authorization; Other Consents	  	 	68	  
	 5.04.
	 	Binding Effect	  	 	68	  
	 5.05.
	 	Financial Statements; No Material Adverse Effect.	  	 	69	  
	 5.06.
	 	Litigation	  	 	69	  
	 5.07.
	 	No Default	  	 	69	  


  
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	 5.08.
	 	Ownership of Property; Liens; Investments	  	 	70	  
	 5.09.
	 	Environmental Compliance	  	 	70	  
	 5.10.
	 	Insurance	  	 	70	  
	 5.11.
	 	Taxes	  	 	71	  
	 5.12.
	 	ERISA Compliance	  	 	71	  
	 5.13.
	 	Subsidiaries; Equity Interests	  	 	72	  
	 5.14.
	 	Margin Regulations; Investment Company Act	  	 	72	  
	 5.15.
	 	Disclosure	  	 	72	  
	 5.16.
	 	Compliance with Laws	  	 	72	  
	 5.17.
	 	Taxpayer Identification Number	  	 	72	  
	 5.18.
	 	Intellectual Property; Licenses, Etc	  	 	72	  
	 5.19.
	 	Solvency	  	 	73	  
	 5.20.
	 	Government Contracts	  	 	73	  
	 5.21.
	 	Existing or Pending Defaults; Material Contracts	  	 	73	  
	 5.22.
	 	Assignment of Government Contracts	  	 	73	  
	 5.23.
	 	Collateral Documents	  	 	73	  
	 5.24.
	 	OFAC	  	 	73	  
	ARTICLE VI	 	AFFIRMATIVE COVENANTS	  	 	74	  
	 6.01.
	 	Financial Statements	  	 	74	  
	 6.02.
	 	Certificates; Other Information	  	 	75	  
	 6.03.
	 	Notices	  	 	77	  
	 6.04.
	 	Payment of Obligations	  	 	77	  
	 6.05.
	 	Preservation of Existence, Etc	  	 	77	  
	 6.06.
	 	Maintenance of Properties	  	 	78	  
	 6.07.
	 	Maintenance of Insurance	  	 	78	  
	 6.08.
	 	Compliance with Laws	  	 	78	  
	 6.09.
	 	Books and Records	  	 	78	  
	 6.10.
	 	Inspection Rights	  	 	78	  
	 6.11.
	 	Use of Proceeds	  	 	79	  
	 6.12.
	 	Additional Guarantors and Collateral	  	 	79	  
	 6.13.
	 	Compliance with Environmental Laws	  	 	79	  
	 6.14.
	 	Further Assurances	  	 	79	  
	 6.15.
	 	Material Contracts	  	 	80	  
	 6.16.
	 	Deposit Accounts	  	 	80	  
	ARTICLE VII	 	NEGATIVE COVENANTS	  	 	80	  
	 7.01.
	 	Liens	  	 	80	  
	 7.02.
	 	Indebtedness	  	 	82	  
	 7.03.
	 	Investments	  	 	84	  
	 7.04.
	 	Fundamental Changes	  	 	86	  
	 7.05.
	 	Dispositions	  	 	87	  
	 7.06.
	 	Restricted Payments	  	 	88	  
	 7.07.
	 	Limitations on Exchange and Issuance of Equity Interests	  	 	89	  
	 7.08.
	 	Change in Nature of Business	  	 	89	  
	 7.09.
	 	Transactions with Affiliates	  	 	90	  
	 7.10.
	 	Burdensome Agreements	  	 	90	  
	 7.11.
	 	Use of Proceeds	  	 	90	  
	 7.12.
	 	Financial Covenants	  	 	90	  
	 7.13.
	 	Amendments of Organizational Documents	  	 	90	  
	 7.14.
	 	Accounting Changes	  	 	90	  
	 7.15.
	 	Prepayments, Etc. of Indebtedness	  	 	90	  
	 7.16.
	 	Amendment, Etc. of Indebtedness	  	 	91	  


  
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	ARTICLE VIII	 	EVENTS OF DEFAULT AND REMEDIES	  	 	91	  
	 8.01.
	 	Events of Default	  	 	91	  
	 8.02.
	 	Remedies Upon Event of Default	  	 	94	  
	 8.03.
	 	Application of Funds	  	 	94	  
	ARTICLE IX	 	ADMINISTRATIVE AGENT	  	 	95	  
	 9.01.
	 	Appointment and Authority	  	 	95	  
	 9.02.
	 	Rights as a Lender	  	 	96	  
	 9.03.
	 	Exculpatory Provisions	  	 	96	  
	 9.04.
	 	Reliance by Administrative Agent	  	 	97	  
	 9.05.
	 	Delegation of Duties	  	 	97	  
	 9.06.
	 	Resignation of Administrative Agent	  	 	98	  
	 9.07.
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	99	  
	 9.08.
	 	No Other Duties, Etc	  	 	99	  
	 9.09.
	 	Administrative Agent May File Proofs of Claim	  	 	99	  
	 9.10.
	 	Collateral and Guaranty Matters	  	 	100	  
	 9.11.
	 	Secured Cash Management Agreements and Secured Hedge Agreements	  	 	100	  
	ARTICLE X	 	MISCELLANEOUS	  	 	101	  
	 10.01.
	 	Amendments, Etc	  	 	101	  
	 10.02.
	 	Notices; Effectiveness; Electronic Communication	  	 	103	  
	 10.03.
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	105	  
	 10.04.
	 	Expenses; Indemnity; Damage Waiver	  	 	105	  
	 10.05.
	 	Payments Set Aside	  	 	107	  
	 10.06.
	 	Successors and Assigns	  	 	107	  
	 10.07.
	 	Treatment of Certain Information; Confidentiality	  	 	112	  
	 10.08.
	 	Right of Setoff	  	 	113	  
	 10.09.
	 	Interest Rate Limitation	  	 	114	  
	 10.10.
	 	Counterparts; Integration; Effectiveness	  	 	114	  
	 10.11.
	 	Survival of Representations and Warranties	  	 	114	  
	 10.12.
	 	Severability	  	 	115	  
	 10.13.
	 	Replacement of Lenders	  	 	115	  
	 10.14.
	 	Governing Law; Jurisdiction; Etc	  	 	116	  
	 10.15.
	 	WAIVER OF JURY TRIAL	  	 	116	  
	 10.16.
	 	California Judicial Reference	  	 	117	  
	 10.17.
	 	No Advisory or Fiduciary Responsibility	  	 	117	  
	 10.18.
	 	Judgment Currency	  	 	118	  
	 10.19.
	 	USA PATRIOT ACT NOTICE	  	 	118	  


  
 iii 








 SCHEDULES 
  

			
	1.01	 	Responsible Officers
	2.01	 	Commitments and Applicable Percentages
	5.08(b)	 	Existing Liens
	5.08(c)	 	Owned Real Property
	5.08(d)(i)	 	Leased Real Property (Lessee)
	5.08(d)(ii)	 	Leased Real Property (Lessor)
	5.13	 	Subsidiaries; and Other Equity Interests
	7.02	 	Existing Indebtedness
	10.02	 	Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS 
  

			
		 	Form of
		
	A	 	Committed Loan Notice
	B	 	Note
	C	 	Compliance Certificate
	D	 	Assignment and Assumption
	E	 	Swing Line Loan Notice
	F	 	Swing Line Loan Refinancing Notice


  
 iv 








 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 13, 2014, among MANTECH
INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as
Administrative Agent and L/C Issuer and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lender. 
 PRELIMINARY STATEMENTS: 

The Borrower is party to that certain Credit Agreement dated as of October 12, 2011 (as amended, restated, extended, supplemented or
otherwise modified prior to the date hereof) among the Borrower, Bank of America, as agent and a syndicate of lenders (the “Existing Credit Agreement”). 

The Borrower has requested that the Administrative Agent and Lenders amend and restate the Existing Credit Agreement on the terms and
conditions set forth herein, and the Administrative Agent and Lenders agree to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein. 

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

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below: 
 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

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

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” has the meaning specified in the
introductory paragraph hereto. 
 “Agreement Currency” has the meaning specified in Section 10.18. 

“Alternative Currency” means each of Euro, Turkish Lira, Saudi Riyal, Sterling and each other currency (other than Dollars)
that is approved in accordance with Section 1.06. 

  
 1 








 “Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. 
 “Anti-Corruption Laws” means
all Laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, bribery or
corruption, and any regulation, order or directive promulgated, issued or enforced pursuant to such Laws. 
 “Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in
Section 2.16. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then
the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means, (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance
Certificate pursuant to Section 6.02(b) for the fiscal quarter ending June 30, 2014, 0.20% per annum in the case of the Unused Fee, 1.25% per annum in the case of Eurodollar Rate Loans and Letters of Credit and 0.25% in
the case of Base Rate Loans and (b) thereafter, the following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b): 
  

															
	 Level
	  	 Consolidated Total

Leverage Ratio
	  	Unused Fee	 	 	Applicable Rate for
Eurodollar Rate
Loans	 	 	Applicable Rate
for Base Rate
Loans	 
	  	  	 	Applicable Rate for
Letters of Credit	 	 
	 I
	  	Less than 1.00 to 1.00	  	 	0.20	% 	 	 	1.25	% 	 	 	0.25	% 
	 II
	  	Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00	  	 	0.25	% 	 	 	1.50	% 	 	 	0.50	% 
	 III
	  	Greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00	  	 	0.30	% 	 	 	1.75	% 	 	 	0.75	% 
	 IV
	  	Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00	  	 	0.35	% 	 	 	2.00	% 	 	 	1.00	% 
	 V
	  	Greater than or equal to 4.00 to 1.00	  	 	0.40	% 	 	 	2.25	% 	 	 	1.25	% 


  
 2 








 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total
Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then Pricing Level V shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as the
Compliance Certificate is in fact delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). 

“Applicable Time” means, with respect to any issuances and payments in any Alternative Currency, the local time in the place
of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place
of payment. 
 “Approved ESOP” means (a) the “Management Incentive Plan of ManTech International Corporation,
2011 Restatement” and (b) the “ManTech International Corporation Employee Stock Ownership Plan,” each as currently in effect, as well as any future employee stock option plan or employee stock ownership plan that is in form and
substance reasonably satisfactory to the Administrative Agent. 
 “Approved ESPP” means employee stock purchase plan, in
form and substance reasonably satisfactory to the Administrative Agent. 
 “Approved Fund” means any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, PNC Capital
Markets LLC, and Wells Fargo Securities, LLC, in their respective capacities as joint lead arrangers and joint bookrunners. 

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor. 
 “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the
Administrative Agent. 
 “Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any synthetic lease obligation, the capitalized amount of the remaining lease
payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended December 31, 2013, and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 

  
 3 








 “Availability Period” means the period from and including the Closing Date to
the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Available Amount” means the sum
of (a) the aggregate net cash proceeds received by the Borrower after the Closing Date from Equity Issuances, minus (b) the aggregate amount of Investments made by the Borrower or its Subsidiaries after the Closing Date pursuant to
Sections 7.03(c)(iv) and 7.03(i), minus (c) the aggregate amount of Restricted Payments made by the Borrower or its Subsidiaries after the Closing Date pursuant to Section 7.06(h), minus (d) the
aggregate amount of payments made by the Borrower or its Subsidiaries in respect of Indebtedness made after the Closing Date pursuant to Section 7.15(c). 

“Available Cash” means the sums of (a) the aggregate of cash and Cash Equivalents plus (b) the amount by which the
Aggregate Commitments exceed the Total Outstandings. 
 “Bank of America” means Bank of America, N.A. and its successors.

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

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

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

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

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

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

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

“Capitalized Lease” means any lease that has been or should be capitalized on the books of the lessee in accordance with
GAAP. 

  
 4 








 “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund
participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash Equivalents” means any
of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Permitted Liens): 

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

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a
Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America,
any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined
capital and surplus of at least $500,000,000, in each case with maturities of not more than twelve months from the date of acquisition thereof; 

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least
“P-2” (or the then equivalent grade) by Moody’s Investors Service, Inc. (or any successor thereto) or at least “A-2” (or the then equivalent grade) by Standard & Poor’s Ratings Services, a division of
The McGraw Hill Companies, Inc. (and any successor thereto), in each case with maturities of not more than 270 days from the date of acquisition thereof; and 

(d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment
programs registered under the Investment Company Act of 1940, which are administered by financial institutions that are rated at least “P-2” (or the then equivalent grade) by Moody’s Investors Service, Inc. (or any successor
thereto) or at least “A-2” (or the then equivalent grade) by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (and any successor thereto), and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition. 
 “Cash
Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 

  
 5 








 “Cash Management Bank” means (a) any Person that, at the time it enters
into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement or (b) a Lender party to a Cash Management Agreement on the Closing Date, in each case, in its capacity as a
party to such Cash Management Agreement. 
 “Change in Law” means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control” means an event or
series of events by which: 
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than
a Pedersen Entity becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that
such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of (i) 35% or more of the equity securities of
the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any
option right) and (ii) the amount of such securities have a combined voting power that exceeds the voting power of the equity securities collectively held by the Pedersen Entities; 

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the
Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or 

  
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 (c) any Person or two or more Persons acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the
Borrower, or control over the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such
Person or group has the right to acquire pursuant to any option right) representing (i) 35% or more of the combined voting power of such securities and (ii) such percentage exceeds the combined voting power collectively held by the
Pedersen Entities. 
 “Closing Date” means the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01. 
 “Code” means the Internal Revenue Code of 1986. 

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

“Collateral Agreement” means the collateral agreement of even date herewith executed by the Borrower and each Guarantor, as
amended, restated, supplemented or otherwise modified from time to time. 
 “Collateral Documents” means, collectively, the
Collateral Agreement and each other agreement or writing pursuant to which any Loan Party purports to pledge or grant a security interest in any property or assets securing the Obligations, in each case, as amended, restated, supplemented or
otherwise modified from time to time. 
 “Commitment” means, as to each Lender, its obligation to (a) make Committed
Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement. 
 “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

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

  
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 “Consolidated Charges” means, for any period, the sum of the following
determined on a consolidated basis, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Interest Charges for such period, and (b) all Restricted Payments made during such period; provided that, with
respect to clause (b) above, if the Consolidated Total Leverage Ratio at the time of such Restricted Payments is less than 3.00:1.00 then the amount of clause (b) above shall be reduced to $0. 

“Consolidated Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to
(b) Consolidated Charges, in each case, for the four consecutive fiscal quarters most recently ended. 
 “Consolidated
EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign Taxes based upon income, profits or capital payable or accrued by the Borrower and its Subsidiaries for
such period, (iii) depreciation and amortization expense, (iv) non-cash expenses and amortization related to the granting of stock options and restricted stock grants to employees and directors of the Borrower and its Subsidiaries in the
ordinary course of business under any Approved ESOP or Approved ESPP of the Borrower, (v) other non-recurring charges, expenses or losses (to include non-cash items relating to the impairment of goodwill
or the write-down of intangibles) of the Borrower and its Subsidiaries reducing such Consolidated Net Income and (vi) Transaction Costs actually incurred during such period (up to an aggregate amount equal to $10,000,000 in any four fiscal
quarter period) minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period and
(ii) all non-cash items increasing Consolidated Net Income for such period. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Administrative Agent,
to include, as of the first day of any applicable period, any acquisitions and Dispositions of assets permitted under this Agreement, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of any
such permitted acquisitions and asset dispositions consummated during such period calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent. 

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money Indebtedness, (c) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds
and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capitalized
Leases and synthetic lease obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and
(g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a
Subsidiary is a general partner or joint venturer, unless such Indebtedness is made non-recourse to the Borrower or such Subsidiary. 

  
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 “Consolidated Interest Charges” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under
Capitalized Leases that is treated as interest in accordance with GAAP. 
 “Consolidated Net Income” means, for any period,
for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries from continuing operations (excluding extraordinary gains or extraordinary losses) for that period. 

“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated
Funded Indebtedness (other than (i) Subordinated Indebtedness and (ii) Consolidated Funded Indebtedness that is not secured by a Lien on any property of the Borrower or any Subsidiary) as of such date to (b) Consolidated EBITDA
for the period of the four consecutive fiscal quarters most recently ended. 
 “Consolidated Total Leverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four consecutive fiscal quarters most recently ended. 

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

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

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

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means (a) when
used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate 

  
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(including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate
plus 2% per annum. 
 “Defaulting Lender” means, subject to Section 2.16(b), any Lender that
(a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line
Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three 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, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity
Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the
Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. 
 “Designated
Jurisdiction” means any country or territory from time to time to the extent that such country or territory itself is the subject of any Sanction. 

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

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

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

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii)
and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any
of the foregoing. 
 “Environmental Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such
shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or
other interests are outstanding on any date of determination; provided that prior to any conversion of convertible debt incurred pursuant to Section 7.02(k) into equity securities or capital stock, such convertible debt incurred
pursuant to Section 7.02(k) shall not constitute Equity Interests. 

  
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 “Equity Issuance” means any issuance of common equity by the Borrower of its
Equity Interests to any other Person, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity
or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, and (d) any issuance of its Equity Interests as consideration for any
acquisition permitted pursuant to Section 7.03. 
 “ERISA” means the Employee Retirement Income Security Act of
1974. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

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

(a) With respect to any Credit Extension for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the
London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and 
 (b) for any rate calculation with
respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this
definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such 

  
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market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

“Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of
“Eurodollar Rate”. 
 “Event of Default” has the meaning specified in Section 8.01. 

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation
thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement
for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such
Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or
Lien is or becomes excluded in accordance with the first sentence of this definition. 
 “Excluded Taxes” means, with
respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its
applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other
than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or
enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document); (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located;
(c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii); (d) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of
Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect
to such withholding tax pursuant to Section 3.01(a) or (c); (e) any U.S. federal withholding Taxes imposed under FATCA; and (f) interest and penalties with respect to the taxes referred to in clauses (a) through
(e) above. 
 “Existing Credit Agreement” has the meaning specified in the preamble hereto. 

  
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 “Existing Investments” has the meaning specified in the Collateral Agreement.

 “Existing Letters of Credit” means those letters of credit existing on the Closing Date and identified on Schedule
7.02. 
 “Existing Citizens Letter of Credit Issuer” means Citizens Bank of Pennsylvania. 

“Existing Citizens Letters of Credit” means those letters of credit existing on the Closing Date, issued by the Existing
Citizens Letter of Credit Issuer, and identified on Schedule 7.02. 
 “FASB ASC” means the Accounting Standards
Codification of the Financial Accounting Standards Board. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into
pursuant to Section 1471(b)(1) of the Code. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such
day on such transactions as determined by the Administrative Agent. 
 “Federal Government” means the United States
government or any department, instrumentality or agency thereof, and any state government or any department, instrumentality or agency thereof. 

“Fee Letter” means that certain letter agreement, dated as of May 12, 2014, among the Administrative Agent, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and the Borrower. 
 “Foreign Lender” means any Lender that is
organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with


  
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the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

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

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

“Government Contracts” means (a) written contracts between the Borrower or any of its Subsidiaries and the Federal
Government; and (b) written subcontracts (a “Subcontract”) between the Borrower or any of its Subsidiaries and a prime contractor who is providing goods or services to the Federal Government pursuant to a written contract with
the Federal Government (the “Prime Contract”), provided that the Subcontract relates only to goods or services being provided to the Federal Government pursuant to the Prime Contract. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

  
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 “Guarantors” means, collectively, (a) all direct and indirect Material
Subsidiaries of the Borrower (other than any Foreign Subsidiary to the extent that, and for so long as, the guaranty of such Foreign Subsidiary would have material adverse tax consequences for the Borrower or any other Loan Party or result in a
violation of applicable Laws) in existence on the Closing Date, (b) each other Subsidiary of the Borrower that shall be required to become a party to the Guaranty or execute and deliver a guaranty or guaranty supplement pursuant to
Section 6.12, and (c) with respect to any Obligations referred to in clause (b) of the definition thereof owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party under the Guaranty
(determined before giving effect to any keepwell contained therein), the Borrower. 
 “Guaranty” means the guaranty of even
date herewith made by the Guarantors in favor of the Administrative Agent and the Lenders together with each other guaranty and guaranty supplement or joinder thereto delivered pursuant to Section 6.12. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “Hedge Bank” means (a) any Person that, at the time it enters into a Swap Contract, is a
Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement or (b) any Lender party to a Swap Contract permitted under Article IV or VII on the Closing Date, in each case, in its capacity as a
party to such Swap Contract. 
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of
the following, in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) all direct or contingent obligations of such
Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

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

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than earn-out obligations (until such
obligations become liabilities on the balance sheet of such Person in accordance with GAAP) or trade accounts payable in the ordinary course of business) and excluding obligations under Government Contracts arising in the ordinary course of
business; 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) all Attributable Indebtedness in respect of Capitalized Leases and synthetic lease obligations; 

  
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 (g) all obligations, that are, or become, payable prior to the Maturity Date, of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or synthetic lease obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date. 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect
to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

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

“Information” has the meaning specified in Section 10.07. 

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

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each case subject to availability), as selected by the Borrower in its Committed Loan Notice; provided that:

 (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

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

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

  
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 “Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase
or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of
such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be
the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 
 “IP
Rights” has the meaning specified in Section 5.18. 
 “IRS” means the United States Internal Revenue
Service. 
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

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

“Judgment Currency” has the meaning specified in Section 10.18. 

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

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

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Issuer” means (a) with respect to Letters of Credit (other
than Existing Citizens Letters of Credit), Bank of America in its capacity as issuer of such Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (b) with respect to the Existing Citizens Letters of Credit,
the Existing Citizens Letter of Credit Issuer; provided that in no event shall the Existing Citizens Letter of Credit Issuer be permitted to issue any new Letters of Credit under this Agreement, or amend, modify, supplement, extend or renew
any Existing Citizens Letters of Credit without the consent of the Administrative Agent (which consent shall not be unreasonably withheld). 

  
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 “L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line
Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
Letters of Credit may be issued in Dollars or in an Alternative Currency. 
 “Letter of Credit Application” means an
application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount equal to $25,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “LIBOR” has the meaning specified in the
definition of Eurodollar Rate. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a
Swing Line Loan. 
 “Loan Documents” means, collectively, this Agreement, each Note, the Guaranty, the Collateral
Documents, each Issuer Document, each Secured Hedge Agreement, each Secured Cash Management Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement;
provided that for purposes of the definition of “Material Adverse Effect” and Articles IV through IX, “Loan Documents” shall not include Secured Hedge Agreements or Secured Cash Management Agreements. 

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

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets, properties, liabilities, or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or
any Lender under any Loan Document, taken as a whole, or of the ability of any Loan Party to perform its material obligations under any material Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any material Loan Document to which it is a party. 
 “Material
Contract” means, as of any date of determination, any or all of the following: (a) any Government Contract or other contract or agreement of the Borrower or any of its Subsidiaries, pursuant to which, after giving effect to any and all
applicable options, renewals, extensions and other similar rights of the Borrower or such Subsidiary to extend the term and/or increase the value of such Government Contract or other contract or agreement, the Borrower or such Subsidiary would be
entitled to receive payments and/or other compensation having an aggregate remaining value in excess of $75,000,000, (b) any Government Contract pursuant to which, after giving effect to any and all applicable options, renewals, extensions and
other similar rights to extend the term and/or increase the value of such Government Contract, the Borrower or any of its Subsidiaries is obligated to make payments or have any other obligation or liability thereunder (direct or contingent) in
excess of $75,000,000, in the aggregate, or which, as a result of any reasonably anticipated act, event, circumstance or condition arising thereunder, relating thereto or contemplated thereby, could reasonably be expected to have a Material Adverse
Effect or (c) any contract or agreement of the Borrower or any of its Subsidiaries (other than a Government Contract) which, as a result of any act, omission or default by any party thereto, or as a result of the occurrence of any reasonably
anticipated act, event, circumstance or condition arising thereunder, relating thereto or contemplated thereby, could reasonably be expected to have a Material Adverse Effect. 

“Material Government Contract” means any Government Contract that is a Material Contract. 

“Material Subsidiary” means any direct or indirect Subsidiary of the Borrower that is identified to the Administrative Agent
in writing as a Material Subsidiary; provided, that at all times (as assessed on the basis of the Borrower’s most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to
Section 6.01(a) or (b)), (a) no less than 90% of the consolidated revenues for such applicable period of the Borrower and its Subsidiaries are generated by or attributable to Material Subsidiaries that are Guarantors, and
(b) no less than 90% of the consolidated assets as of the last day of such applicable period of the Borrower and its Subsidiaries are owned by Material Subsidiaries that are Guarantors. 

“Maturity Date” means June 13, 2019; provided, however, that if such date is not a Business Day, the
Maturity Date shall be the next preceding Business Day. 
 “Multiemployer Plan” means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

  
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 “Note” means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C. 
 “Obligations” means (a) all
advances to, and debts, liabilities, and obligations of any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) all existing or future payments and other obligations owing by the Borrower under (i) any Secured Hedge
Agreement (which Secured Hedge Agreement is permitted hereunder) or any (ii) Cash Management Agreement with any Cash Management Bank; provided that Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to
such Guarantor. 
 “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Ordinary Course Payments” shall mean payments made directly by a Loan Party to any Subsidiary that is not a Loan Party or to
any Affiliate; provided that such payments are made (a) in the ordinary course of such Loan Party’s business, (b) for products actually delivered or services actually performed, and (c) pursuant to fair and reasonable
terms substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s length transaction with a Person other than a Subsidiary that is not a Loan Party or other than an Affiliate. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

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

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the
Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to
any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined,
would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market. 

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

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “PBGC” means the Pension
Benefit Guaranty Corporation. 
 “Pedersen” means George J. Pedersen, during his life as long as he is legally competent,
and thereafter Marilyn Pedersen during her life as long as she is legally competent. 
 “Pedersen Entity” shall mean any
entity in which Pedersen owns and holds at least 51% of the voting power of the entity’s outstanding capital stock (and thus effective control). 

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

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 
 “Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is
subject to the minimum funding standards under Section 412 of the Code. 

  
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 “Permitted Lien” means any Lien permitted pursuant to Section 7.01.

 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan within the meaning of
Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“PNC” mean PNC Bank, National Association and its successors. 

“Prime Contract” has the meaning specified in the definition of “Government Contract.” 

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

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at
such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act. 
 “Register” has the meaning specified in Section 10.06(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, trustees, administrators, managers, agents and advisors and representatives of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, if applicable, a Swing Line Loan Notice. 

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if
the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and
the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer,
controller or any vice president of a Loan Party, as well as the individuals listed on Schedule 1.01 hereto and, solely for the purposes of the delivery of any certificate furnished pursuant to Section 4.01(a)(ii) (or any other
certificate in form 

  
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and substance substantially identical to such certificate delivered pursuant to any other Loan Document), the secretary or any assistant secretary of a Loan Party and, solely for purposes of
notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan
Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the
Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent

 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with
respect to any Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof). 

“Revaluation Date” means with respect to any Letter of Credit, each of the following: (a) each date of issuance of a
Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any
payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (i) in the case of the Existing Citizens Letters of Credit, such additional dates as the Existing Issuer shall determine and (ii) such additional
dates as the Administrative Agent or the L/C Issuer shall determine. 
 “Same Day Funds” means (a) with respect to
disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as
the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. 

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

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between
the Borrower and any Cash Management Bank. 
 “Secured Hedge Agreement” means any interest rate Swap Contract permitted
under Article VI or VII that is entered into by and between the Borrower and any Hedge Bank. 

  
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 “Secured Parties” means, collectively, the Administrative Agent, the Lenders,
the L/C Issuer, the Hedge Banks, the Cash Management Banks, each sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be
secured by the Collateral under the terms of the Collateral Documents. 
 “Specified Loan Party” means any Loan Party that
is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to any keepwell in respect thereof). 

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

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

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

“Subcontract” has the meaning specified in the definition of “Government Contract.” 

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

  
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 “Swap Contract” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond
price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement. 
 “Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line Availability
Period” means the period from and including the Closing Date to the earliest of (a) the date which is three (3) Business Days prior to the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to
Section 2.06, (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 and (e) the date of termination
of the Swing Line Cash Management Agreement (unless replaced with another Swing Line Cash Management Agreement). 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Cash Management
Agreement” means the applicable Cash Management Agreement entered into from time to time among the Swing Line Lender and the Borrower with respect to the automatic borrowing or swing line loans in connection with such Cash Management
Agreement. 
 “Swing Line Lender” means PNC in its capacity as provider of Swing Line Loans, until such time (if ever) as
the Borrower shall request that any other Lender replace PNC as the Swing Line Lender (which such request has been accepted by the Administrative Agent and such Lender), or any other successor swing line lender hereunder. 

  
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 “Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in
writing, shall be substantially in the form of Exhibit E or such other form as approved by the Administrative Agent and the Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approved
by the Administrative Agent and the Swing Line Lender), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Loan Refinancing Notice” means a notice of a refinancing of a Swing Line Loan pursuant to
Section 2.04(c), which, if in writing, shall be substantially in the form of Exhibit F. 
 “Swing Line
Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 

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

“Threshold Amount” means $25,000,000. 

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

“Transaction Costs” means all transaction fees, charges and other amounts related to acquisitions permitted pursuant to
Section 7.03(h) (whether or not consummated) and other extraordinary, non-recurring and unusual costs or losses incurred following the Closing Date. 

“Turkish Lira” and “TRY” mean the lawful currency of Turkey. 

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

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

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

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

1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” 

  
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and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and
effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and
(vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. 
 (b) In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and
including.” 
 (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document. 
 1.03. Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the
computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on
financial liabilities shall be disregarded. 
 (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder


  
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setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue
to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a
mutually acceptable amendment addressing such changes, as provided for above. 
 (c) Consolidation of Variable Interest Entities. All
references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed
to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

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

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

(b) Wherever in this Agreement in connection with 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 Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be. 

(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 

1.06. Additional Alternative Currencies. 

(a) The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request
with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. 

  
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 (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 Letter of Credit issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). In each case, the Administrative Agent shall promptly
notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the
case may be, in such requested currency. 
 (c) Any failure by the L/C Issuer to respond to such request within the time period specified in
the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit 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 Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative
Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower. 

1.07. 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 date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in
respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Letter of Credit in the currency of such member state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Letter of Credit upon the earliest date on which each Letter of Credit is renewed, extended or expired. 
 (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. 
 (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.

 1.08. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated 

  
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amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time. 
 ARTICLE II 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01. Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a “Committed Loan”) in Dollars to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s
Commitment; provided, however, that after giving effect to any Committed Borrowing, (a) the Total Outstandings shall not exceed the result of (i) the Aggregate Commitments less (ii) the Swing Line Sublimit and
(b) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Swing Line Sublimit
shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 

2.02. Borrowings, Conversions and Continuations of Committed Loans. 

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (A) may be given by telephone, (B) may be given by a written Committed Loan Notice, or (C) shall be deemed given on behalf of the Borrower by
the Swing Line Lender, as applicable, pursuant to a Swing Line Loan Refinancing Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Committed Loan Notice appropriately
completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion
to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each written Committed Loan Notice and each telephonic Committed Loan Notice shall specify (i) whether the Borrower is requesting a
Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business
Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. If 

  
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the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If
the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan. 
 (b) Following receipt
of a Committed Loan Notice (and, if applicable, a Swing Line Loan Refinancing Notice), the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice
of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing,
each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall, subject to the provisions of
Section 2.04(c)(i) with respect to any Committed Loan funded pursuant to a Swing Line Loan Refinancing Notice make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. 

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s “prime rate” used
in determining the Base Rate promptly following the public announcement of such change. 
 (e) After giving effect to all Committed
Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 

  
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 2.03. Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of
the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or
more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with
respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the sum of (1) the Aggregate Commitments less (2) the Swing Line Sublimit, (y) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Swing Line Sublimit shall not exceed such Lender’s Commitment, and
(z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the
L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 

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

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

(B) the expiry date of such requested Letter of Credit would occur more than 12 months after the Letter of Credit Expiration
Date, unless all the Lenders have approved such expiry date. 
 (iii) The L/C Issuer shall not be under any obligation to
issue any Letter of Credit if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on
the Closing Date and which the L/C Issuer in good faith deems material to it; 

  
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 (B) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and
the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000 (or the Alternative Currency Equivalent thereof with respect to any Letter of Credit denominated in an Alternative Currency); 

(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a
currency other than Dollars or an Alternative Currency; 
 (E) the L/C Issuer does not as of the issuance date of such
requested Letter of Credit issue Letters of Credit in the requested currency; 
 (F) any Lender is at that time a Defaulting
Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential
Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which
the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or 
 (G) the expiry date
of such requested Letter of Credit would occur after the Letter of Credit Expiration Date. 
 (iv) The L/C Issuer shall not
amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 

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

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to
such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b) Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of Credit. 
 (i) Each Letter of Credit shall be issued or
amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately 

  
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completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the
case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be
a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the
case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has
received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into
the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and
absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders 

  
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shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is 12 months
after the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation (without
regard to Section 2.03(a)(iii)(G)) , at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the
L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(v) Notwithstanding anything else contained in this Agreement to the contrary, no Existing Citizens Letter of Credit shall be
extended or amended to extend its expiry date without the consent of the Administrative Agent (which consent shall not be unreasonably withheld). 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C
Issuer shall notify the Borrower and the Administrative Agent thereof (for the avoidance of doubt the Existing Citizens Letter of Credit Issuer shall provide all such notices with respect to the Existing Citizens Letters of Credit). In the case of a
Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement
in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in
Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following
the determination thereof (for the avoidance of doubt the Existing Citizens Letter of Credit Issuer shall provide all such notices with respect to the Existing Citizens Letters of Credit). Not later than 11:00 a.m. on the date of any payment by the
L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the Borrower shall reimburse the L/C Issuer (other than the Existing Citizens Letter of Credit Issuer) through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. All
reimbursements with respect to the Existing Citizens Letters of Credit shall be made directly to the Existing Citizens Letter of Credit Issuer. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in
Dollars pursuant to the second sentence in 

  
 36 








 
this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in
accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the L/C Issuer (other than the Existing Citizens Letter of
Credit Issuer) for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to so reimburse the L/C Issuer (other than the Existing Citizens Letter of Credit
Issuer) by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit
denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. If the Borrower fails to so reimburse the Existing Citizens Letter of Credit Issuer by such
time, the Existing Citizens Letter of Credit Issuer shall promptly notify the Administrative Agent of the Honor Date, the amount of the Unreimbursed Amount (expressed in Dollars in the amount of the Dollar Equivalent thereof in each case of a Letter
of Credit denominated in an Alternative Currency), and the amount of each Lender’s Applicable Percentage thereof. The Administrative Agent shall promptly notify each Lender of the foregoing. In each such event, the Borrower shall be deemed to
have requested a Committed Borrowing of Base Rate Loans, in Dollars, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice. 
 (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its
Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In the case of any such L/C Borrowing with respect to a Letter of Credit originally denominated in an Alternative Currency,
the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of such L/C Borrowing promptly following the determination thereof (for the avoidance of doubt the Existing Citizens 

  
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Letter of Credit Issuer shall provide all such notices with respect to the Existing Citizens Letters of Credit). In such event, each Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.03. 
 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. 

(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to
any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by
the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein. 
 (vi) If any Lender fails to make available to the Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of
this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such
payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with
the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C
Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the 

  
 38 








 
Administrative Agent), the Administrative Agent will promptly distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the Administrative
Agent. 
 (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

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

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

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

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

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the
Borrower or any Subsidiary or in the relevant currency markets generally; or 
 (vi) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

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

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower
for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any
Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as 

  
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applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial
Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with,
subject to adjustment as provided in Section 2.16, its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar
Equivalent of the daily amount available to be drawn under such Letter of Credit; provided that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such
Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward
adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a
quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate. 
 (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to
the L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit (or Existing Citizens Letter of Credit Issuer with respect to the Existing Citizens Letters of Credit), at the rate per annum specified in the Fee
Letter (or with respect to the Existing Citizens Letters of Credit, the rate per annum previously agreed to by the Borrower and the Existing Citizens Letter of Credit Issuer), computed on the Dollar Equivalent of the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the
customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable. 
 (j) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control. 

  
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 (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

(l) Notice of Termination of Existing Citizens Letters of Credit. In addition to the other notice requirements set forth herein, each
of the Borrower and the Existing Citizens Letter of Credit Issuer shall promptly notify the Administrative Agent upon the termination or expiration (without renewal or extension) of each Existing Citizens Letter of Credit. 

2.04. Swing Line Loans.  

(a) The Swing Line. Subject to the terms and conditions of the Swing Line Cash Management Agreement and the applicable terms and
conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line
Loan”) to the Borrower from time to time on any Business Day during the Swing Line Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such
Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Swing Line Loan (i) the Total Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Swing Line Sublimit shall not exceed such Lender’s Commitment, and provided,
further, that (x) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (y) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall
determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage
times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. 

(i) Automatic Swing Line Borrowings. Unless the Swing Line Lender has notified the Borrower in writing that Swing Line
Borrowings are subject to the borrowing procedures set forth in Section 2.04(b)(ii), each Swing Line Borrowing shall be made pursuant to and in accordance with the Swing Line Cash Management Agreement and the applicable terms and
conditions set forth herein, or pursuant to such other borrowing procedures as may be agreed to in writing by the Borrower, the Swing Line Lender and the Administrative Agent from time to time. Unless the Swing Line Lender has received notice (which
may be given by telephone in addition 

  
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to the other permitted forms of notice) from the Administrative Agent at least one Business Day prior to the date of any Swing Line Borrowing (including at the request of any Lender) that one or
more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions of the Swing Line Cash Management Agreement and the applicable terms and conditions hereof, the Swing Line Lender will
make available to the Borrower the amount of each Swing Line Loan not later than the time specified in the Swing Line Cash Management Agreement, or pursuant to such other funding procedures as may be agreed to in writing by the Borrower, the Swing
Line Lender and the Administrative Agent from time to time. 
 (ii) Other Swing Line Borrowings. Upon written notice
by the Swing Line Lender to the Borrower that Swing Line Borrowings are subject to the borrowing procedures set forth in this Section 2.04(b)(ii) and until such notice has been withdrawn in writing by the Swing Line Lender, each Swing
Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing
Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Loans shall be periodically repaid by the Borrower in accordance with the terms of the Swing Line Cash
Management Agreement and the applicable terms and conditions set forth herein. In addition, no later than 10:00 a.m. on and as of each Wednesday, or if not a Business Day, the next succeeding Business Day, throughout the Swing Line Availability
Period, the Swing Line Lender shall deliver written notification of the Outstanding Amount of all Swing Line Loans to the Administrative Agent, and if the Outstanding Amount of all Swing Line Loans on such day equals or exceeds $5,000,000, a Swing
Line Loan Refinancing Notice stating the applicable pay-off amount (the “Pay-Off Amount”) necessary to reduce the Outstanding Amount of all Swing Line Loans on such day to an amount (rounded to


  
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the nearest increment of $500,000) equal to or less than $3,000,000. Any such Swing Line Loan Refinancing Notice shall be deemed to constitute a request by the Swing Line Lender, on behalf of the
Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the Pay-Off Amount. Furthermore, the
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an
amount equal to such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans then outstanding. Each such request pursuant to this Section 2.04(c) shall be made in writing (which written request shall be
deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to
the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice
to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender
at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made
a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

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

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

  
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 (iv) Each Lender’s obligation to make Committed Loans or to purchase and
fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans (but not the obligation to purchase and fund risk participations) pursuant to this Section 2.04(c) is subject to
the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender
its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on
the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender. 
 (f) Payments Directly to Swing Line Lender; Further
Assurances. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. Promptly upon the reasonable request by the Administrative Agent, the Borrower and the Swing Line
Lender hereby agree to execute and deliver any mutually acceptable amendment, restatement, modification, or other supplement of the Swing Line Cash Management Agreement as the Administrative Agent may reasonably request from time to time in order to
carry out more effectively the terms and conditions of this Agreement applicable to the Swing Line Loans. Furthermore, notwithstanding anything in this Agreement to the contrary, upon the appointment of any successor Swing Line Lender, each Lender
hereby irrevocably authorizes the Administrative Agent on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement as the Administrative Agent in consultation with the
new 

  
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Swing Line Lender reasonably deems appropriate in order to effectuate the terms of this Section 2.04 or any other terms and conditions of this Agreement relating to Swing Line Loans;
provided that no amendment or modification shall result in any increase in the obligation of any Lender to refinance or participate in any Swing Line Loan, without the written consent of such affected Lender. 

2.05. Prepayments. 

(a) The Borrower may, upon notice to the Administrative Agent, in such form as may be approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay Committed Loans in whole
or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base
Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16,
each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

(b) Subject to the applicable terms and conditions of the Swing Line Cash Management Agreement, the Borrower may, upon notice to the Swing
Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment directly to the Swing Line Lender and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately
prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 

2.06. Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to 

  
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time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior
to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter
of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination
of the Aggregate Commitments shall be paid on the effective date of such termination. 
 2.07. Repayment of Loans. 

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.

 (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the applicable repayment date specified in the
Swing Line Cash Management Agreement and/or this Agreement, (ii) the end of the Swing Line Availability Period and (iii) the Maturity Date. 

2.08. Interest. 

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Rate. 
 (b) (i) If any amount of principal of any Loan is not
paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  
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 (iv) Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law. 
 2.09. Fees. In addition to certain fees described in subsections (h) and (i) of
Section 2.03: 
 (a) Unused Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, an unused fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the
Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The unused fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in
Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the
Availability Period. The unused fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. 
 (b) Other Fees. The Borrower shall pay to the Arrangers and
the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

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

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid (if paid prior to 2:00 p.m.), provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (b) If, as a result of any
restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders, in consultation with the Borrower, determine that (i) the Consolidated Total Leverage Ratio as calculated by
the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to
pay to the 

  
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Administrative Agent for the account of the applicable Lenders, or the L/C Issuer as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of
the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as
the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the
repayment of all other Obligations hereunder. 
 2.11. Evidence of Debt. 

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

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

2.12. Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative
Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in 

  
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the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) Presumptions by
Administrative Agent. 
 (i) Funding by Lenders. Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make
available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case
of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at
(A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a
payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s
Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrower. 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 L/C Issuer 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 L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. 

  
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 A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such
Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of
any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) promptly notify the
Administrative Agent of such fact, and (b) promptly purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as
shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them,
provided that: 
 (i) if any such participations or subparticipations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price promptly restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the
Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in
Section 2.15, or (z) any payment obtained by a Lender as consideration for the 

  
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assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or
any Subsidiary thereof (as to which the provisions of this Section shall apply). 
 The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
 2.14. Increase in
Commitments. 
 (a) Request for Increase. Provided there exists no Default or Event of Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding the sum of (i) $250,000,000 plus
(ii) the maximum amount, if any, such that after giving effect to the incurrence of such increase on a pro forma basis (assuming for purposes of this calculation that the Aggregate Commitments (as such may have been increased) are fully drawn)
the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the applicable fiscal quarter would not be greater than 2.00 to 1.00; provided that if the Borrower will rely on sub-clause (ii) for the purposes of any such
increase, the Borrower shall have delivered to the Administrative Agent a duly completed Compliance Certificate as of the last day of such fiscal quarter of the Borrower, demonstrating the requirement set forth in sub-clause (ii) above are
satisfied; and provided further that (i) any such request for an increase shall be in a minimum amount of $25,000,000 and (ii) the Borrower may make a maximum of five such requests. At the time of sending such notice, the
Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than four Business Days from the date of delivery of such notice to the
Lenders). 
 (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or
not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined
to increase its Commitment. 
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify
the Borrower and each Lender of the Lenders’ responses to each request made hereunder. Subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. 

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation
of such increase and the Increase Effective Date. 

  
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 (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase,
the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that any representation or warranty that is qualified by
materiality or reference to Material Adverse Effect shall be true and correct in all respects, and (B) no Default exists and shall be continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this
Section. 
 (f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to
the contrary. 
 2.15. Cash Collateral. 

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored
any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line
Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

 (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the
Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as
collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby,
the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

  
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 (c) Application. Notwithstanding anything to the contrary contained in this Agreement,
Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of
the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash
Collateral was so provided, prior to any other application of such property as may be provided for herein. 
 (d) Release. Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination
that there exists excess Cash Collateral; provided that (x) Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in
this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not
be released but instead held to support future anticipated Fronting Exposure or other obligations. 
 2.16. Defaulting Lenders.

 (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and in Section 10.01. 

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to
Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing
Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; 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 that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the L/C Issuer’s future Fronting Exposure with 

  
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respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C
Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in
accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section 2.16 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. 

(A) That Defaulting Lender (A) shall not be entitled to receive any unused fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (B) shall be limited in its right to
receive Letter of Credit Fees as provided in Section 2.03(h). 
 (B) Each Defaulting Lender shall be entitled to
receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.15. 
 (C) With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender
pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations
or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

  
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 (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure.
During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to
Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall
be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can
only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure
and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.15. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative
Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without
giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01. Taxes. 
 (a)
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable
Laws be made free and clear of and without reduction or withholding for any Taxes provided that if any applicable Law requires the deduction or withholding of any Taxes from any payment hereunder or under any Loan Documents, then (A) the Loan
Party shall 

  
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withhold or make such deductions as are determined by the Loan Party to be required based upon the information and documentation it has received pursuant to subsection (e) below,
(B) the Loan Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings and deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws. 
 (c) Tax Indemnifications. 

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

  
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Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or
the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. 

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

(i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable
Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction 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 payments made hereunder or under any other Loan Document are subject to 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, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to
establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. 
 (ii) Without limiting the
generality of the foregoing, if the Borrower is resident for tax purposes in the United States, 
 (A) any Lender that is a
“United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information
prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding
or information reporting requirements; and 
 (B) each Foreign Lender that is entitled under the Code or any applicable
treaty to an exemption from or reduction of United States withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable: 

  
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 (I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a party, 
 (II) executed originals of
Internal Revenue Service Form W-8ECI, 
 (III) executed originals of Internal Revenue Service Form W-8IMY and all required
supporting documentation, 
 (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue
Service Form W-8BEN, or 
 (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming
exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or
deduction required to be made. 
 (C) If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the 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 and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender shall promptly notify the Borrower and the
Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. 
 (f)
Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any
Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion,
that it has received a refund of any Taxes or Other 

  
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Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an amount
equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of
refund), provided that the Loan Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, 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 Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any
Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

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

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

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

(ii) subject any Lender or L/C Issuer to any Taxes on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable
by such Lender or the L/C Issuer); or 
 (iii) impose on any Lender or the L/C Issuer or the London interbank market any
other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by
reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C
Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.


  
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 (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in
Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of
return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy or
liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting
forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to
the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) Reserves on Eurodollar
Rate Loans. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as
“eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect
of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated
to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the 

  
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Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice
10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice. 

3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

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

(c) any failure by the Borrower to make payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an
Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 
 (d) any assignment of a Eurodollar Rate
Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount
and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
 3.06. Mitigation Obligations;
Replacement of Lenders. 
 (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or
3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender 

  
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or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or
assignment. 
 (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13. 

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

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

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

(i) Loan Documents. Executed counterparts of this Agreement, the Guaranty, each Collateral Document (in such number as
may be requested by the Administrative Agent), and Notes executed by the Borrower in favor of each Lender requesting a Note; 

(ii) General Certificate. A certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and
genuineness of the signature of each officer of each Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or
formation of each Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws or other governing document of each Loan Party as in effect on
the Closing Date, (C) resolutions duly adopted by the board of directors or other governing body of each Loan Party authorizing the borrowings contemplated hereunder and the execution, delivery and performance of the Loan Documents to which it
is a party, and (D) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires qualification, except to the extent that failure to so qualify could not reasonably be expected to have a Material Adverse Effect; 

(iii) Legal Opinions. Favorable opinions of counsel to the Loan Parties, including, without limitation,
Morrison & Foerster LLP, addressed to the Administrative Agent and each Lender, in form reasonably satisfactory to the Administrative Agent; 

  
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 (iv) Officer’s Certificate. A certificate signed by the chief
financial officer of the Borrower certifying (A) the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) there has been no event or circumstance since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) after giving effect to the transactions contemplated by the Loan Documents, the Borrower and each Subsidiary thereof
is Solvent, and (D) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party; 

(v) Compliance Certificate. A duly completed Compliance Certificate as of the last day of the fiscal quarter of the
Borrower ended on March 31, 2014, prepared on a pro forma basis after giving effect to the transactions contemplated by the Loan Documents, signed by a Responsible Officer of the Borrower and attaching thereto a report setting
forth the respective revenues and assets for each Material Subsidiary that is a Guarantor and confirming the accuracy of the representation set forth in Section 5.05(e). 

(vi) Deposit Account Control Agreements. All deposit account control agreements (or amendments to existing deposit
account control agreements) required pursuant to Section 6.16; 
 (vii) Filings and Recordings. Subject to
the terms of the Collateral Agreement, all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral shall have been received by the Administrative
Agent and the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens therein (subject only to the
Permitted Liens); 
 (viii) Pledged Collateral. The Administrative Agent shall have received each original promissory
note pledged pursuant to the Collateral Documents; 
 (ix) Lien Search. The Administrative Agent shall have received
the results of a Lien search (including a search as to judgments, pending litigation and tax matters) made against the Borrower and each other Loan Party under the Uniform Commercial Code (or applicable judicial docket) as in effect in any state in
which any of its assets are located and its jurisdiction of formation, indicating among other things that its assets are free and clear of any Lien except for Permitted Liens; 

(x) Hazard and Liability Insurance. With respect to the Borrower and each other Loan Party, the Administrative Agent
shall have received certificates (with the appropriate endorsements) of property hazard, business interruption and liability insurance, evidence of payment of all insurance premiums for the current policy year of each (naming the Administrative
Agent as loss payee on all certificates for property hazard insurance and as additional insured on all certificates for liability insurance), and, if requested by the Administrative Agent, copies (certified by a Responsible Officer) of insurance
policies otherwise in form and substance reasonably satisfactory to the Administrative Agent; and 

  
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 (xi) A true, complete and correct copy of the Swing Line Cash Management
Agreement in effect as of the Closing Date. 
 (b) Any fees required to be paid on or before the Closing Date shall have been paid. 

(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent). 
 (d) No action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of the Loan Documents or the consummation of the transactions contemplated thereby, which, in
the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement and such other Loan Documents. 

(e) Financial Matters. 

(i) Financial Statements. Each of the Lenders shall have received (A) audited consolidated financial statements of
the Borrower and its Subsidiaries for fiscal years ended 2011, 2012 and 2013, including balance sheets and income and cash flow statements and related notes thereto, (B) to the extent available, unaudited interim consolidated balance sheets and
income and cash flow statements of the Borrower and its Subsidiaries for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (A) of this paragraph. 

(ii) Financial Projections. Each of the Lenders shall have received pro forma consolidated financial
statements as to the Borrower and its Subsidiaries, and forecasts prepared by management of the Borrower, each in form satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on an annual basis through
the Maturity Date. The financial projections delivered hereunder represent the good faith estimates (utilizing assumptions believed by the Borrower’s management to be reasonable) of the financial condition and operations of the Borrower and its
Subsidiaries, it being understood that such projections may vary from actual results and that such variations may be material. 
 (f)
Material Adverse Effect. Since December 31, 2013, there shall not have occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. 

  
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 (g) Patriot Act. The Administrative Agent shall have received documentation and other
information as to each Loan Party as requested by the Administrative Agent and each Lender in order to comply with requirements of the Act (as defined in Section 10.19). 

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

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

(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any
document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that any representation
and warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects. 
 (b)
No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. 

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof. 
 (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall
not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer would make it
impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. 
 Each Request for Credit Extension (other
than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

  
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 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

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

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

5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which
such Loan Party is party, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the
properties of such Loan Party or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (c) violate any Law; except
in each case referred to clauses (b) and (c) as could not reasonably be expected to have a Material Adverse Effect. 
 5.03.
Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with
(a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents,
(c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) (other than the filing of Uniform Commercial Code financing statements with the appropriate Governmental
Authorities) (subject to Permitted Liens) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents (other than actions
that may be required to enforce any Liens in any Government Contract pursuant to applicable Law), except for (i) the filings required to perfect the Liens created by the Loan Documents, (ii) the authorizations, approvals, actions, notices
and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could
not reasonably be expected to have a Material Adverse Effect. 
 5.04. Binding Effect. This Agreement has been, and each other
Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so 

  
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delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws, by fraudulent conveyance Laws or by equitable principles relating to enforceability, and except as enforceability of the Liens granted under the Collateral Documents may be limited by
anti-assignment provisions in Government Contracts that are not rendered ineffective by applicable Law. 
 5.05. Financial Statements;
No Material Adverse Effect. 
 (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Borrower and its Subsidiaries (taken as a whole) as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. 

(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2014, and the related consolidated
statements of income and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and
(ii) fairly present the financial condition of the Borrower and its Subsidiaries (taken as a whole) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments. 
 (c) Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

(d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant
to Section 4.01(e) or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts. 

(e) As of the Closing Date and as of each fiscal quarter end during the term of this Agreement (calculated on a rolling four-quarter basis),
(i) no less than 90% of the consolidated revenues of the Borrower and its Subsidiaries for such applicable period are generated by or attributable to Material Subsidiaries that are Guarantors, and (ii) no less than 90% of the consolidated
assets as of the last day of such applicable period of the Borrower and its Subsidiaries are owned by Material Subsidiaries that are Guarantors. 

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

5.07. No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual
Obligation that could, either individually or in the 

  
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aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document. 
 5.08. Ownership of Property; Liens; Investments. 

(a) Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens existing on the Closing Date on the property or assets of
each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each
of its Subsidiaries is subject to no Liens, other than Permitted Liens. 
 (c) Schedule 5.08(c) sets forth a complete and accurate
list of all real property owned by each Loan Party and each of its Subsidiaries existing on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and good faith estimate of the
fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Permitted Liens. 

(d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all material leases of real property under which any Loan Party
or any Subsidiary of a Loan Party is the lessee existing on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such material lease is the
legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. 
 (ii) Schedule
5.08(d)(ii) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor existing on the Closing Date, showing as of the date hereof the street
address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such material lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. 

(e) As of the Closing Date, there are no material Investments held by any Loan Party, other than Investments in Cash Equivalents or
Subsidiaries of the Borrower. 
 5.09. Environmental Compliance. The Borrower and its Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result
thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

5.10. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in 

  
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such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses that are similarly situated. 
 5.11. Taxes. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any Subsidiary that, if made, could reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement. 

5.12. ERISA Compliance. 

(a) Except as could not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the
form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for
such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, no event has occurred that would prevent or cause the loss of such tax-qualified status. 

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect. 
 (c) Except as could not reasonably be expected to have a Material Adverse
Effect, (i) no ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan;
(ii) the Borrower and each ERISA Affiliate have met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for
or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of
any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has
incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected
to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

  
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 5.13. Subsidiaries; Equity Interests. Set forth on Schedule 5.13 is a
complete and accurate list as of the Closing Date of each Material Subsidiary, together with (a) its jurisdiction of incorporation or organization, (b) the number and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary, and (c) its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by
the jurisdiction of its incorporation. 
 5.14. Margin Regulations; Investment Company Act. 

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of
Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any
restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock. 

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940. 
 5.15. Disclosure. No report, financial statement, certificate or
other information (other than projected financial information, pro forma financial information, or information of a general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any
material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, pro forma financial information, or information of a general industry nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being
understood that such information may vary from actual results and that such variations may be material. 
 5.16. Compliance with
Laws. The Borrower and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. 
 5.17. Taxpayer Identification Number. The Borrower’s
true and correct U.S. taxpayer identification number is set forth on Schedule 10.02. 
 5.18. Intellectual Property; Licenses,
Etc. Except as could not reasonably be expected to have a Material Adverse Effect, the Loan Parties own, or possess the right to use, 

  
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all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”)
that are necessary for the operation of their respective businesses, except for any IP Rights which the failure to own could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or other
advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding
any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

5.19. Solvency. After giving effect to the transactions contemplated by the Loan Documents, the Loan Parties are, on a
consolidated basis, Solvent. 
 5.20. Government Contracts. (a) No notice of (i) suspension, (ii) debarment or
(iii) termination for default of a Material Government Contract, has been issued by the Federal Government to the Borrower or any of its Subsidiaries, (b) neither the Borrower nor any of its Subsidiaries is a party to any pending
suspension, debarment or, with respect to any Material Government Contract, termination for default and (c) to the Borrower’s knowledge, neither the Borrower nor any of its Subsidiaries is the target of any Federal Government action or
proceeding in connection with any Material Government Contract, involving allegations of fraud, dishonesty, malfeasance, misappropriation of funds or any other criminal activity. Neither the Borrower nor any of its Subsidiaries is the subject of any
cure notice or show cause notice which could reasonably be expected to have a Material Adverse Effect. 
 5.21. Existing or Pending
Defaults; Material Contracts. To the knowledge of the Borrower or any of its Subsidiaries, there is no pending or threatened litigation, or any other legal or administrative proceeding or investigation pending or threatened, against the
Borrower or any of its Subsidiaries arising from or related to any Material Contract which could reasonably be expected to have a Material Adverse Effect. 

5.22. Assignment of Government Contracts. No existing Government Contract of any Loan Party (and no present or future interest
of any Loan Party, in whole or in part, in, to or under any such Government Contract) is currently assigned, pledged, hypothecated or otherwise transferred to any person or entity (other than in favor of the Administrative Agent for the benefit of
the Secured Parties). 
 5.23. Collateral Documents. The provisions of the Collateral Documents are effective to create in
favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties. 

5.24. OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any
director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. Neither
the Borrower nor its Subsidiaries have any of its assets in a Designated Jurisdiction or in the possession, custody or control of a Person subject to Sanctions or does business in or with, or derives any of its income from investments in or
transactions with, any Designated Jurisdiction. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees,
affiliates and representatives 

  
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with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective directors, officers and employees and to the knowledge of the Borrower its affiliate
and representatives, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations to the extent no claim arising thereunder has been asserted) hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to: 

6.01. Financial Statements. Deliver to the Administrative Agent (for delivery to each Lender), in form and detail satisfactory
to the Administrative Agent: 
 (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower
(commencing with the fiscal year ended December 31, 2014), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income, changes in shareholders’
equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and
accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; 
 (b) as soon
as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended June 30, 2014), a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income, for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of cash
flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of
operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; such certification being deemed to have been made pursuant to the public filings
of such financial information made in accordance with applicable Law; and 
 (c) as soon as available, but in any event at least 30 days
after the beginning of each fiscal year of the Borrower, an annual budget of the Borrower and its Subsidiaries containing forecasts prepared by management of the Borrower for each quarter of such fiscal year, which shall be in form reasonably
satisfactory to the Administrative Agent. 

  
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 As to any information contained in materials furnished pursuant to Section 6.02(d),
the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in
clauses (a) and (b) above at the times specified therein. 
 6.02. Certificates; Other Information. Deliver to the
Administrative Agent (for delivery to each Lender), in form and detail satisfactory to the Administrative Agent: 
 (a) concurrently with
the delivery of the financial statements referred to in Section 6.01(a), (i) a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event, which certificate may be limited or omitted to the extent required by
such accountants under applicable accounting rules or guidelines and (ii) internally prepared backlog reports, each of the foregoing items shall be in form reasonably satisfactory to the Administrative Agent and, as to item (i), certified by
the Borrower’s Chief Financial Officer or another Responsible Officer of the Borrower; 
 (b) concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended June 30, 2014), (i) a duly completed Compliance Certificate (which,
in connection with the financial statements delivered pursuant to Section 6.01(a), shall attach a report setting forth the respective revenues and assets (as such terms are used in the financial statements provided in accordance with
Section 6.01) for each Material Subsidiary that is a Guarantor) and (ii) internally prepared backlog reports, which shall be in form reasonably satisfactory to the Administrative Agent and signed by the chief executive officer,
chief financial officer, treasurer or controller of the Borrower; 
 (c) promptly after any written request by the Administrative Agent,
copies of any detailed audit reports and other audit committee deliveries or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the
accounts or books of the Borrower or any Subsidiary, or any audit of any of them; 
 (d) promptly after the same are available, copies of
each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or
any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

 (f) subject to restrictions imposed by applicable Law, promptly after receipt thereof by any Loan Party or any Subsidiary thereof, copies
of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. 

  
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jurisdiction) concerning any material investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any
Subsidiary thereof; 
 (g) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or
any Subsidiary (including information regarding the corporate and organizational structure of the Borrower and its Subsidiaries), or compliance with the terms of the Loan Documents, as the Administrative Agent on behalf of any Lender may from time
to time reasonably request in writing; and 
 (h) promptly after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all
notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party
thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and, from time to time upon written request by the Administrative Agent, such information
and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent
any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a
link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that upon the Administrative Agent’s request: (i) the Borrower shall deliver
paper copies of such documents to the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

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


  
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containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of
the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Side Information.” 
 6.03. Notices. Promptly (and in any event,
within five Business Days after obtaining knowledge of such event) notify the Administrative Agent and each Lender: 
 (a) of the occurrence
of any Default; 
 (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; 

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

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; including any
determination by the Borrower referred to in Section 2.10(b). 
 Each notice pursuant to this Section 6.03 shall be
accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. The Borrower shall use
commercially reasonable efforts to ensure that each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities,
including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property unless the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any
instrument or agreement evidencing such Indebtedness, excluding, for the purposes of this clause (c), any such Indebtedness non-payment of which would not result in an Event of Default under Section 8.01(e). 

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

  
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could reasonably be expected to have a Material Adverse Effect; and (e) maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with,
each Governmental Authority of the jurisdiction in which each Foreign Subsidiary is organized and existing, and all approvals and consents of each other Person in such jurisdiction, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect. 
 6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 6.07. Maintenance of Insurance.
Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of any reduction in
coverage, termination, lapse or cancellation of such insurance. 
 6.08. Compliance with Laws. Comply in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and
procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees, affiliates and representatives with Anti-Corruption Laws and applicable Sanctions. 

6.09. Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with
all applicable material requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 

6.10. Inspection Rights. Subject to any confidentiality and secrecy requirements imposed by any Government Authority, permit
representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that (i) the Administrative Agent’s review of any and all “classified contracts” shall be subject to compliance with applicable Laws, (ii) the Administrative
Agent shall be limited to one visit in the aggregate during any fiscal year and (iii) subject to any confidentiality and secrecy and security requirements imposed by any Government Authority, when an Event of Default exists the Administrative
Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 

  
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 6.11. Use of Proceeds. Use the proceeds of the Credit Extensions (a) to
finance any acquisition permitted pursuant to Section 7.03 and (b) for working capital, capital expenditures and other general corporate purposes not in contravention of any Law or of any Loan Document. 

6.12. Additional Guarantors and Collateral. Notify the Administrative Agent within 15 days after any Person becomes a Material
Subsidiary, and promptly thereafter (and in any event within 60 days after such notification is received by the Administrative Agent or such longer period agreed to by the Administrative Agent in its sole discretion), cause any such Material
Subsidiary (other than any Foreign Subsidiary to the extent that, and for so long as, the guaranty of such Foreign Subsidiary would have material adverse tax consequences for the Borrower or any other Loan Party or result in a violation of
applicable Laws; provided that, notwithstanding the foregoing, the Borrower and its Subsidiaries must still comply with the proviso set forth in the definition of Material Subsidiaries) to (all in form, content and scope reasonably
satisfactory to the Administrative Agent): 
 (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Guaranty, a guaranty supplement or such other document as the Administrative Agent shall deem appropriate for such purpose; 
 (b)
execute and deliver to the Administrative Agent a counterpart of the Collateral Agreement, a Collateral Agreement supplement or such other document as the Administrative Agent shall deem appropriate for such purpose; and 

(c) deliver to the Administrative Agent documents of the types referred to in Section 4.01(a)(ii) and, to the extent requested by
the Administrative Agent, favorable opinions of counsel to such Person, which, in the discretion of the Administrative Agent, may include opinions of in-house counsel for the Borrower, (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause (a)). 
 6.13. Compliance with Environmental Laws.
Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for
its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in
accordance with the requirements, in all material respects, of all Environmental Laws, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and
by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. 
 6.14.
Further Assurances. Promptly upon the reasonable request by the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation
thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any 

  
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and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the
purposes of the Loan Documents in a manner consistent therewith. 
 6.15. Material Contracts. Perform and observe all the
terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect (except termination in accordance with its terms other than as a result of a default by the Borrower or
any Subsidiary thereunder) and enforce each such Material Contract in accordance with its terms, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect. 
 6.16. Deposit Accounts. Each Loan Party will maintain its primary operating accounts, including all primary
depository accounts (time and demand), disbursement accounts and collection accounts with a Lender or an Affiliate of a Lender, solely to the extent all such accounts (other than any Excluded Deposit Account, as defined in the Collateral Agreement
and subject to any grace periods provided for in the Security Agreement) are subject to deposit account control agreements in form and substance satisfactory to the Administrative Agent. 

ARTICLE VII 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent
indemnification obligations to the extent no claim arising thereunder has been asserted) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly: 
 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, or authorize or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any right,
title or interest in and to accounts or other right to receive income, other than the following: 
 (a) Liens pursuant to any Loan Document;

 (b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that
(i) the property covered thereby is not expanded, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); 

(c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen, suppliers or other like Liens arising
in the ordinary course of 

  
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business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person; 
 (e) pledges or deposits in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA. 
 (f)
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

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

(h) Liens securing judgments (or appeal or surety bonds relating to such judgments) for the payment of money not constituting an Event of
Default under Section 8.01(h); 
 (i) Liens securing Indebtedness permitted under Section 7.02(e); provided
that such Liens do not at any time encumber any property other than the property financed by such Indebtedness; 
 (j) leases or subleases
granted to others not interfering in any material respect with the business of the Borrower or its Subsidiaries; 
 (k) Liens on the
interest of any Person (other than the Borrower or its Subsidiaries) in any property leased by such Person to the Borrower or its Subsidiaries; 

(l) rights of licensors and licensees under licenses of IP Rights entered into in the ordinary course of business; 

(m) Liens on Equity Interests in any joint venture securing obligations of such joint venture; 

(n) Liens of sellers of goods to the Borrower or its Subsidiaries arising under Article 2 of the Uniform Commercial Code in the ordinary
course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; 
 (o)
Liens on cash collateral or other deposits in favor of the issuing lender of letters of credit issued pursuant to Section 7.02(l); 

(p) Liens on property or assets acquired pursuant to an acquisition or other investment permitted under Section 7.03 (and the
proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to such acquisition and not created in contemplation thereof; provided that (i) such Liens do not at any time extend
to any other entity, property or assets and (ii) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed $25,000,000; and 

  
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 (q) Liens (other than Liens described in any of the foregoing clauses) securing obligations not
exceeding $15,000,000 in the aggregate at any time outstanding. 
 7.02. Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except: 
 (a) Indebtedness under the Loan Documents; 

(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions
thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and
subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable
in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding,
renewing or extending Indebtedness does not exceed the then applicable market interest rate; 
 (c) Guarantees of the Borrower or any
Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Loan Party; 
 (d) obligations (contingent or otherwise) of the
Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated
with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and
(ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(e) Indebtedness in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth
in Section 7.01(i); provided, however, that (i) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $75,000,000 and (B) 5% of the total assets of the Borrower and its
Subsidiaries on a consolidated basis, and (ii) such Indebtedness when incurred shall not exceed the purchase, construction or improvement price of the assets financed; 

(f) intercompany Indebtedness incurred in connection with an Investment permitted under Section 7.03(c), provided that such
Indebtedness shall be in the case of Indebtedness owed by a Loan Party, subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; 

(g) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section
7.03(h), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); 

  
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 (h) Indebtedness in the form of seller financing; provided, that (i) the aggregate
principal amount thereof shall not exceed $15,000,000 at any time outstanding and (ii) such seller financing is subordinate to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; 

(i) Indebtedness under surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

 (j) Indebtedness that may be deemed to exist under the agreements relating to any acquisition or Disposition as a result of the
obligation of the Borrower or its Subsidiaries to pay indemnification, earn-outs, contingent purchase payments or other purchase price adjustments or similar obligations; 

(k) Additional unsecured Indebtedness and Subordinated Indebtedness (including, without limitation, convertible debt) of the Borrower or its
Subsidiaries not otherwise permitted pursuant to this Section; provided that: 
 (i) such additional Indebtedness does
not mature or require any payment of principal (except to the extent permitted pursuant to clause (iv) below or Section 7.15) prior to the date that is at least 181 days after the Maturity Date; 

(ii) immediately after giving effect to the incurrence of any such additional Indebtedness (including the use of the proceeds
thereof), the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently
delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby; 

(iii) immediately before and immediately after giving pro forma effect to the incurrence of any such additional
Indebtedness (including the use of the proceeds thereof), no Default shall have occurred and be continuing, or be caused thereby, under any of the Loan Documents; and 

(iv) the aggregate amount of principal payments required to be made on such Indebtedness prior to the date that is 181 days
after the Maturity Date shall not exceed 10% of the aggregate original principal amount of such Indebtedness; 
 (l) letters of credit
issued for the account of the Borrower or any of its Subsidiaries, so long as the sum of (without duplication as to the items set forth in the following clauses (i) and (ii)); (i) the aggregate undrawn face amount thereof and (ii) any
unreimbursed obligations in respect thereof does not exceed an aggregate amount of $15,000,000 at any time; 
 (m) Indebtedness in respect
of overdraft facilities, employee credit card programs, automated clearinghouse arrangements and other cash management and other similar arrangements entered into in the ordinary course of business; 

  
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 (n) unsecured Indebtedness of the Borrower incurred in connection with the Borrower’s
Executive Supplemental Savings Plan maintained in a Rabbi Trust; and 
 (o) Indebtedness of, and with sole recourse to, Foreign Subsidiaries
in an aggregate principal amount not to exceed $50,000,000 at any time. 
 7.03. Investments. Make any Investments, except:

 (a) Investments held by the Borrower or such Subsidiary in the form of Cash Equivalents; 

(b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount during the term of this Agreement
not to exceed $4,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 
 (c) (i)
Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by
Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan
Parties in Subsidiaries that are not Loan Parties in an aggregate amount outstanding at any time, together with Investments made under Section 7.03(i), not to exceed the sum of (A) the greater of (1) $150,000,000 and
(2) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently ended four-quarter period for which the Borrower has delivered financial statements pursuant to
Section 6.01(a) or (b), plus (B) the Available Amount; 
 (d) Investments consisting of extensions of credit
in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to
the extent reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by Section 7.02; 

(f) Existing Investments (other than those referred to Section 7.03(c)(i)); 

(g) Investments resulting from pledges and deposits referred to in Section 7.02(i); 

(h) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon
the consummation thereof, will be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) wholly-owned directly by the Borrower or one or more of its wholly-owned
Subsidiaries (including as a result of a merger or consolidation) or the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit by the Borrower or one or more of its
Subsidiaries; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h): 

(i) the board of directors (or the persons performing similar functions or having been delegated by the applicable authority)
of the Person to be (or the Person owning the line of business or property of which is to be) so purchased or otherwise acquired shall have approved such proposed purchase or other acquisition; 

  
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 (ii) the Person to be so purchased or otherwise acquired is headquartered, and
its primary operations are conducted, in the United States or for the Federal Government; 
 (iii) the lines of business of
the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries (or a reasonable expansion
thereof or line of business complementary thereto) in the ordinary course; 
 (iv) such purchase or other acquisition shall
not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect; 

(v) the Borrower shall have delivered to the Administrative Agent, (A) at least two Business Days prior to the date on
which any such purchase or other acquisition, the consideration of which does not exceed $25,000,000, is to be consummated and (B) at least five Business Days prior to the date on which any other purchase or other acquisition is to be
consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.03(h) have been satisfied or will be
satisfied on or prior to the consummation of such purchase or other acquisition; 
 (vi) the aggregate consideration in
connection with acquisitions permitted by this Section 7.03(h) (including, without limitation, (A) all cash, stock and other consideration, (B) all Indebtedness and other liabilities assumed by the Loan Parties in connection
with the acquisition and (C) all other consideration paid or payable during the term of the Revolving Credit Facility) shall not exceed $200,000,000 per fiscal year; provided that if, immediately after giving effect to such acquisition,
the Consolidated Total Leverage Ratio is less than or equal to 4.25 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to
Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby) and immediately after giving effect to any such purchase or acquisition, Available Cash shall be
at least $50,000,000, then the foregoing dollar limitation shall not apply; 
 (vii) immediately after giving effect to such
purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial
information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period
covered thereby; and 
 (viii) immediately before and immediately after giving pro forma effect to any such purchase or
acquisition, no Default shall have occurred and be continuing, or be caused thereby, under any of the Loan Documents; 

  
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 (i) Investments in joint ventures and other minority interests in third parties (including,
without limitation, Investments consisting of the non-cash portion of consideration received in connection with Dispositions permitted pursuant to Section 7.05) by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.03 in an aggregate amount outstanding at any time, together with any Investments made under Section 7.03(c)(iv), not to exceed the sum of (A) the greater of (1) $150,000,000 and (2) 10% of the total
assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently ended four-quarter period for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b),
plus (B) the Available Amount; provided that, with respect to each Investment made pursuant to this Section 7.03(i): 

(i) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to have a
Material Adverse Effect; 
 (ii) such Investment shall be in property that is part of, or in lines of business that are,
substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries (or a reasonable expansion thereof or line of business complementary thereto) in the ordinary course; 

(iii) any determination of the amount of such Investment shall include all cash and noncash consideration (including the fair
market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated
agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its
Subsidiaries in connection with such Investment; and 
 (iv) (A) immediately before and immediately after giving pro
forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in
pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 6.01(a) or (b) as though such Investment had been consummated as of the first day of the fiscal period covered thereby; and 

(j) Investments in the Borrower’s Executive Supplemental Savings Plan maintained in a Rabbi Trust. 

7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: 

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

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

(c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate
with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held
pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and 

(d) any Disposition permitted under Section 7.05 (other than subsection (e) thereof) is permitted under this
Section 7.04. 
 7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition,
except: 
 (a) Dispositions of obsolete or worn out property, or of property of an immaterial value, whether now owned or hereafter
acquired, in the ordinary course of business; 
 (b) Dispositions of inventory in the ordinary course of business; 

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

(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned (other than with respect to directors’ qualifying
shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; 

(e) Dispositions permitted by Section 7.04; 

(f) Dispositions in the form of non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past
practice for terms not exceeding five (5) years; 
 (g) Dispositions of Government Contracts that are required by law or by any
Government Authority or government agency to be sold as a result of an organizational conflict of interest; 
 (h) Dispositions of Cash
Equivalents; 
 (i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05;
provided that (i) immediately after giving effect to such Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined
on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had occurred as of the first day of the


  
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fiscal period covered thereby, (ii) at least 80% of the aggregate consideration paid in connection with all Dispositions in any fiscal year shall be cash or Cash Equivalents paid
contemporaneously with consummation of such Dispositions (provided, however, that the limitation set forth in this subsection (ii) shall not apply to any Disposition for which the consideration paid does not exceed $15,000,000), and
(iii) no Default shall exist or would result from such Disposition; and 
 (j) Dispositions by any Loan Party of any Subsidiary that is
not a Loan Party; provided that immediately before and immediately after giving pro forma effect to such Disposition, no Default or Event of Default shall have occurred and be continuing, or be caused thereby, under any of the Loan Documents; 

provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value. 

7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent
or otherwise) to do so, (other than, in each case, pursuant to an Approved ESPP or an Approved ESOP) except that: 
 (a) each Subsidiary may
make Restricted Payments (directly or indirectly) to the Borrower or any Guarantor; 
 (b) so long as no Event of Default shall have
occurred and be continuing, each Subsidiary may make Restricted Payments (directly or indirectly) to any other Person that owns an Equity Interest in such Subsidiary (any such person, a “Minority Shareholder”), ratably according to
their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; provided that the aggregate amount of any and all Restricted Payments or dividends paid or payable to all Minority
Shareholders shall not exceed $5,000,000 in any calendar year; 
 (c) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; 
 (d) the Borrower and
each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; 

(e) the Borrower may declare or make, directly or indirectly, any Restricted Payment pursuant to an Approved ESPP or an Approved ESOP; 

(f) the Borrower may (x) make Restricted Payments to any Person that owns an Equity Interest in the Borrower, ratably according to such
Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity Interests and provided that any such agreement by any class
does not have an adverse effect with respect to any other class of Equity Interests) or (y) repurchase its Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors so long as each of the following
conditions is satisfied: 
 (i) no Event of Default shall have occurred and be continuing or would result from such
Restricted Payment; and 

  
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 (ii) immediately after giving effect to such Restricted Payment, the Borrower and
its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the
Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had occurred as of the first day of the fiscal period covered thereby; 

(iii) immediately after giving effect to such Restricted Payment, Available Cash shall be at least $50,000,000; 

(g) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and
(ii) immediately after giving effect to such transaction, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the
financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby,
the Borrower and its Subsidiaries shall be permitted to purchase or redeem stock in Subsidiaries of the Borrower held by minority shareholders; and 

(h) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and
(ii) the Borrower delivers a Compliance Certificate (including a calculation of the Available Amount both before and after giving effect to such transaction) demonstrating that immediately after giving effect to such transaction, the Borrower
and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and
the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby, the Borrower may (x) make Restricted Payments to any Person that owns an
Equity Interest in the Borrower, ratably according to such Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity
Interests and provided that any such agreement by any class does not have an adverse effect with respect to any other class of Equity Interests) or (y) repurchase its Equity Interests pursuant to a stock repurchase plan approved by the
Borrower’s board of directors, in each case in an aggregate amount not to exceed the Available Amount. 
 7.07. Limitations on
Exchange and Issuance of Equity Interests. (a) Issue, sell or otherwise dispose of any Equity Interest that, by its terms or by the terms of any security into which it is convertible or exchangeable, is or upon the happening of an event
or passage of time would be, (i) convertible or exchangeable into Indebtedness, or (ii) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due, or (b) permit any Loan Party (other than the Borrower) to issue or sell any Equity Interest to any Person other than a Loan Party (other than pursuant to an Approved ESPP or an
Approved ESOP). 
 7.08. Change in Nature of Business. Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries (or a reasonable expansion thereof or line of business complementary thereto) on the Closing Date or any business substantially related or incidental thereto.


  
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 7.09. Transactions with Affiliates. Enter into any transaction of any kind with any
Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time
in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Loan Parties, (b) any Ordinary Course Payments or
(c) transactions consummated in accordance with the Borrower’s Related Party Transaction Policy, as in effect on the date hereof, as amended from time to time by the board of directors of the Borrower. 

7.10. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other
Loan Document) that (a) limits or could reasonably be expected to limit the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor,
(ii) of any Material Subsidiary to Guarantee the Obligations of the Borrower or (iii) of the Borrower or any Material Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations;
provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(e) solely to the extent any such negative pledge
relates solely to the property financed by or the subject of such Indebtedness; or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Obligations, to the extent
that if such Lien is not permitted by Section 7.01. 
 7.11. Use of Proceeds. Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose. 
 7.12. Financial Covenants. 

(a) Consolidated Total Leverage Ratio. At any time, permit the Consolidated Total Leverage Ratio to be greater than 4.50 to 1.00. 

(b) Consolidated Senior Secured Leverage Ratio. At any time, permit the Consolidated Senior Secured Leverage Ratio to be greater than
3.50 to 1.00. 
 (c) Consolidated Coverage Ratio. At any time, permit the Consolidated Coverage Ratio to be less than 2.50 to 1.00.

 7.13. Amendments of Organizational Documents. Amend any of its Organization Documents in any manner that could be
materially adverse to the Administrative Agent or the Lenders or which could result in a Material Adverse Effect. 
 7.14. Accounting
Changes. Make any change in (a) accounting policies or reporting practices, except as permitted by GAAP, or (b) fiscal year. 

7.15. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness incurred pursuant to Sections 7.02(b), 7.02(f)-(h), or 7.02(k), except (a) regularly scheduled or required repayments
or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of 

  
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such Indebtedness in compliance with Section 7.02(b), (b) refinancings, refundings, renewals, redemptions or extensions of Indebtedness incurred pursuant to
Section 7.02(k) or scheduled principal payments thereunder in accordance with Section 7.02(k)(iv) (i) with the proceeds of other Indebtedness incurred pursuant to Section 7.02(k) and (ii) subject to the
limitations of Section 7.07, with Equity Interests issued or deemed issued upon the conversion of any convertible debt incurred pursuant to Section 7.02(k), (c) prepayments of such Indebtedness in an amount not to exceed
the Available Amount so long as (i) no Default shall have occurred and be continuing or would result from such prepayment, (ii) immediately after giving effect to such prepayment, the Borrower and its Subsidiaries shall be in pro forma
compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to
Section 6.01(a) or (b) as though such prepayment had occurred as of the first day of the fiscal period covered thereby, and (iii) in the case of Subordinated Indebtedness, such payment is not in violation of the
applicable subordinated terms, and (d) prepayments of unsecured Indebtedness with cash on hand or proceeds from Loans so long as (i) no Default shall have occurred and be continuing or would result from such prepayment,
(ii) immediately after giving pro forma effect to such prepayment, the Consolidated Senior Secured Leverage Ratio shall not be greater than 2.75 to 1.00, and (iii) immediately after giving effect to such prepayment, Available Cash shall be
at least $50,000,000. 
 7.16. Amendment, Etc. of Indebtedness. Amend, modify or change in any manner any subordination terms
of any Subordinated Indebtedness. 
 7.17. Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or
lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund, finance or facilitate any activities of or business with any individual or entity, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender,
Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions. 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

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

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency
required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or L/C Obligation, any fee due hereunder, or any other amount payable hereunder or
under any other Loan Document; or 
 (b) Specific Covenants. 

(i) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.02
(other than clauses (a) or (b) thereof) or 6.03 (other than clause (a) thereof) and such failure continues for five (5) days; or 

  
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(ii) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02(a) or (b), 6.03(a), 6.05(a),
6.11, 6.12 or Article VII; or 
 (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) a Responsible Officer of any
Loan Party becomes or should have become aware of such failure or (ii) notice thereof to any Loan Party by the Administrative Agent; or 

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

(e) Cross-Default. (i) The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to
any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Material Subsidiary is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Material Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or 

  
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 (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Material Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 
 (h) Judgments.
There is entered against the Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or 
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any Loan
Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other
Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

 (k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall
for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on a material portion of the Collateral purported to be covered thereby; or 

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

(m) Governmental Authority. (i) The Borrower or any Material Subsidiary thereof is debarred or suspended from contracting with the
Federal Government and such suspension or debarment shall not have been lifted within 30 days after imposition thereof; or (ii) the actual termination of any Material Government Contract due to alleged fraud, dishonesty, malfeasance,
misappropriation of funds, moral turpitude or any other criminal activity which could reasonably be expected to have a Material Adverse Effect. 

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

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

8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall,
subject to the provisions of Sections 2.15 and 2.16 be applied by the Administrative Agent in the following order: 

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

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion
to the respective amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the
Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause
Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting (a) unpaid principal of the
Loans and L/C Borrowings and (b) all payment and other obligations owing by the Borrower under any Secured Hedge Agreements, Secured Cash Management Agreements or 

  
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similar treasury or custodial arrangements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this
clause Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations (in an amount equal to at least 105% of the Outstanding Amount of such portion) comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant
to Sections 2.03 and 2.15; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly
paid in full, to the Borrower or as otherwise required by Law. 
 Subject to Sections 2.03(c) and 2.15 amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts
received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 

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

ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01. Appointment and Authority. 

(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party or Affiliate thereof shall have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between
contracting parties. 

  
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 (b) The Administrative Agent shall also act as the “collateral agent” under the
Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable) potential Hedge Bank and potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent
to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as
are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the
benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set
forth in full herein with respect thereto. 
 9.02. Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act
as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders. 
 9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

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

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any
of its Affiliates in any capacity. 

  
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 The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. Upon receipt of such notice, the Administrative Agent will promptly
deliver a copy of the notice to the Lenders. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or
sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender
or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the 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. 
 9.05. Delegation of
Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the


  
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negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with
gross negligence or willful misconduct in the selection of such sub-agents. 
 9.06. Resignation of Administrative Agent. 

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

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


  
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outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (which successor shall in all cases
be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and, if applicable, Swing Line Lender, (b) the retiring L/C
Issuer and, if applicable, Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for
the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

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

9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Document Agents
or the Syndication Agent listed on the cover page hereof shall have any powers, duties, responsibilities or liability under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder. 
 9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative


  
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Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding. 
 9.10. Collateral and Guaranty Matters. Each of the Lenders (including in its
capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which
arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the
Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in
writing in accordance with Section 10.01; 
 (b) to subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and 

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Material Subsidiary as a result of a
transaction permitted hereunder. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the
Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as
specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the
terms of the Loan Documents and this Section 9.10. 
 9.11. Secured Cash Management Agreements and Secured Hedge
Agreements. Except as otherwise expressly set forth herein or in the Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the
provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity 

  
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as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall
not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received
written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 

ARTICLE X 

MISCELLANEOUS 
 10.01.
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall: 
 (a) waive any condition set forth in
Section 4.01(a) without the written consent of each Lender; 
 (b) extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 
 (c) postpone any date fixed
by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby; 
 (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

 (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender; 
 (f) amend Section 1.06 or the definition of “Alternative
Currency” without the written consent of the Administrative Agent and the L/C Issuer; 
 (g) change any provision of this Section or
the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder
without the written consent of each Lender; or 

  
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 (h) release all or substantially all of the value of the Guaranty or release all or substantially
all of the Collateral in any transaction or series of related transactions, in each case without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case
such release may be made by the Administrative Agent acting alone); 
 and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) notwithstanding anything to the contrary, (A) upon the written request of the Borrower, any Lender may become the
Swing Line Lender upon the written consent of only the Administrative Agent and the successor Swing Line Lender and (B) if the Swing Line Lender is replaced pursuant to the foregoing clause (A), the provisions of this Agreement with respect to
Swing Line Loans may be amended upon the written consent of only the Administrative Agent, the successor Swing Line Lender and the Borrower to remove or reduce (as applicable) the Swing Line Sublimit reserve set forth in Section 2.01 and
make other applicable changes associated with such Swing Line Sublimit reserve. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any
Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 
 Notwithstanding any provision herein to
the contrary, this Agreement may be amended in accordance with and pursuant to the terms of Section 2.14 including, without limitation, to permit the Lenders providing such additional credit facilities to participate in any required vote
or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. 
 If any
Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such
non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments
required by the Borrower to be made pursuant to this paragraph). 

  
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 10.02. Notices; Effectiveness; Electronic Communication. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as
follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or to the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
 (ii) if to any other
Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 
 (b)
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor. 
 (c) The Platform. THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR


  
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ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and Swing Line Lender may change its
address, electronic mail address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, electronic mail address, facsimile or telephone number
for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal
or state securities laws. 
 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer
and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower (including any notice delivered by the L/C Issuer or the Existing Citizens Letter of Credit Issuer pursuant to
Section 2.03(c), any Swing Line Loan Refinancing Notice delivered by the Swing Line Lender or other notice delivered pursuant to Section 2.04(c) and including any telephonic Committed Loan Notices and Swing Line Notice) even
if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower (including any notice delivered by the L/C Issuer or the Existing Citizens Letter of Credit Issuer pursuant to Section 2.03(c), any


  
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Swing Line Loan Refinancing Notice delivered by the Swing Line Lender or other notice delivered pursuant to Section 2.04(c) and including any telephonic Committed Loan Notices and
Swing Line Notice). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C
Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from
exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to
Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04. Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel therefor), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, the Arrangers, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel therefor), in connection with the enforcement or protection of


  
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its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger,
each Lender, the L/C Issuer and the Swing Line Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of
their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C
Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s share of the Outstanding Amounts and any unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally
among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-

  
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agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), L/C
Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall not assert, and
hereby waives, and acknowledges that no other Person shall have, any claim against the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

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

(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation
of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

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

10.06. Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party 

  
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may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met. 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s
rights and obligations in respect of Swing Line Loans. 

  
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 (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Borrower
(such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof; 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be
required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

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

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or
(C) to a natural person. 
 (vi) Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the 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, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs. 

  
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 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with subsection (d) of this Section. 
 (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and
the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 10.04(c) without regard to the existence of any participation. 
 Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower


  
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agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under
paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such
commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its
capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (e) Limitations upon
Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless, (A) the sale of the participation to such Participant is made with the Borrower’s prior written consent or (B) such entitlement to receive a greater payment results from a Change in Law that occurs after the
Participant acquired the applicable Participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 

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

  
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 (g) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

(h) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of
America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the
Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon
the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of
Credit. 
 (i) Resignation as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at
any time the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such Swing Line Lender may, (i) upon 30 days’ notice to the Borrower and the Administrative Agent, resign as Swing Line Lender.
In the event of any such resignation as Swing Line Lender, the Borrower shall be entitled to appoint, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) from among the Administrative Agent and the
Syndication Agent a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of the then current Swing Line Lender. If the then current Swing
Line Lender resigns, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders
to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Swing Line Lender, as the case may be. 
 10.07. Treatment of Certain
Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested 

  
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by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section (and, as to which, the Borrower is an express third-party beneficiary), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential
basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of
CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.For purposes of this Section,
“Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof,
such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws. 
 10.08. Right of Setoff. If an
Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or
for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C
Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party
may be contingent or unmatured or are owed to a branch, office or Affiliate 

  
 113 








 
of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender
shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

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

10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and, to the extent applicable, the Swing Line Cash Management
Agreement constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 

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


  
 114 








 10.12. Severability. If any provision of this Agreement or the other Loan Documents
is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited. 
 10.13. Replacement of Lenders. If any Lender
requests compensation under Section 3.04, 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 3.01, or if any Lender is a
Defaulting Lender (or if the Borrower is otherwise entitled pursuant to the provisions of this Agreement) or any Lender is a non-consenting Lender as contemplated by Section 10.01, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 

(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 

(d) such assignment does not conflict with applicable Laws. 

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

  
 115 








 10.14. Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. THE BORROWER AND
EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. THE BORROWER OR ANY OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY


  
 116 








 
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.16. California Judicial Reference. If any action or proceeding is filed in a
court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference
pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement
of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the
court, and (b) without limiting the generality of Section 10.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. 

10.17. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective
Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the
Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers have any obligation to the Borrower, any other Loan Party or any of their respective Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arrangers have any obligation to disclose any of such
interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the
Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

  
 117 








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

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

10.20. Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit
Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt or other obligations owing to the Lenders or Administrative Agent under the Existing Credit Agreement based
on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated
in their entirety by the credit facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loans and obligations outstanding
under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together
with any Loans funded on the Closing Date, reflect the respective Commitments of the Lenders hereunder. 
 [Signature Pages Follow] 

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

			
	MANTECH INTERNATIONAL
CORPORATION, as Borrower
		
	By:	 	 /s/ Kevin M. Phillips

	Name:	 	Kevin M. Phillips
	Title:	 	EVP & Chief Financial Officer



  
 Signature Page to ManTech
Credit Agreement 








 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Roberto Salazar

	Name:	 	Roberto Salazar
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as a Lender and L/C Issuer
		
	By:	 	 /s/ Michael D. Brannan

	Name:	 	Michael D. Brannan
	Title:	 	Sr. Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and Swing Line Lender
		
	By:	 	 /s/ Douglas T. Brown

	Name:	 	Douglas T. Brown
	Title:	 	Senior Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Anthony Galea

	Name:	 	Anthony Galea
	Title:	 	Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Scott Santa Cruz

	Name:	 	Scott Santa Cruz
	Title:	 	Managing Director



  
 Signature Page to ManTech
Credit Agreement 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Michael D. Stanley

	Name:	 	Michael D. Stanley
	Title:	 	Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	BRANCH BANKING & TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Matthew J. Davis

	Name:	 	Matthew J. Davis
	Title:	 	Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	CITIZENS BANK OF PENNSYLVANIA, as a Lender
		
	By:	 	 /s/ Tracy Van Riper

	Name:	 	Tracy Van Riper
	Title:	 	Senior Vice President



  
 Signature Page to ManTech
Credit Agreement 








 
			
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Maria A. Josephs

	Name:	 	Maria A. Josephs
	Title:	 	Vice President



  
 Signature Page to ManTech
Credit Agreement 








 SCHEDULE 1.01 

RESPONSIBLE OFFICERS 
 None other than the
individuals described in the definition of Responsible Officer. 







 SCHEDULE 2.01 

COMMITMENTS 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	100,000,000	  	  	 	20.000000000	% 
	 PNC Bank National Association
	  	$	95,000,000	  	  	 	19.000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	85,000,000	  	  	 	17.000000000	% 
	 Wells Fargo Bank, National Association
	  	$	85,000,000	  	  	 	17.000000000	% 
	 U.S. Bank National Association
	  	$	45,000,000	  	  	 	9.000000000	% 
	 Branch Banking & Trust Company
	  	$	30,000,000	  	  	 	6.000000000	% 
	 Citizens Bank of Pennsylvania
	  	$	30,000,000	  	  	 	6.000000000	% 
	 TD Bank, N.A.
	  	$	30,000,000	  	  	 	6.000000000	% 
	 Total
	  	$	500,000,000	  	  	 	100.000000000	% 








 SCHEDULE 5.08(b) 

EXISTING LIENS 
  

							
	 Debtor
	  	 Secured Party
	  	Principal Amount
of Obligations	  	 Description of Collateral

				
	ManTech International Corporation	  	American Express Business Finance	  		  	Specific Leased Equipment
				
	ManTech International Corporation	  	American Express Business Finance	  		  	Specific Leased Equipment
				
	ManTech International Corporation	  	Colorado Business Bank	  		  	One (1) leased modular facility
	  	(assignee of Tatonka Capital Corporation)	  	  
				
	ManTech International Corporation	  	Cisco Systems Capital Corporation	  		  	Leased Computer Networking Equipment
				
	ManTech International Corporation	  	Jules and Associates, Inc.	  		  	Communications, computer, copiers and all other equipment listed under Equipment Lease Agreement

 Liens associated with the Existing Credit Agreement, filed in accordance with the terms of the Collateral Agreement against
all Loan Parties. 







 SCHEDULE 5.08(c) 

OWNED REAL PROPERTY 
 None. 







 SCHEDULE 5.08(d)(i) 

LEASED REAL PROPERTY (LESSEE) 
 None. 







 SCHEDULE 5.08(d)(ii) 

LEASED REAL PROPERTY (LESSOR) 
 None. 







 SCHEDULE 5.13 

SUBSIDIARIES; OTHER EQUITY INTERESTS 
 Material
Subsidiaries: 
  

													
	 Company Name
	  	Jurisdiction
of
Incorporation	  	Taxpayer
Identification
Number	  	No. of
Shares
Owned	 	  	%
Owned	 
	 ManTech Advanced Systems International, Inc.
	  	Virginia	  	52-1396243	  	 	1,000	  	  	 	100	% 
	 ManTech SRS Technologies, Inc.
	  	California	  	95-2668010	  	 	100	  	  	 	100	% 
	 ManTech Systems Engineering Corporation
	  	Virginia	  	52-1396237	  	 	1,000	  	  	 	100	% 








 SCHEDULE 7.02 

EXISTING INDEBTEDNESS 
 Indebtedness outstanding
under the Existing Credit Agreement 
 The following Existing Letters of Credit: 
  

																	
	 Issue

Date
	 	  	Expiration
Date	 	  	Issuer	  	 Beneficiary
	  	Amount	 	  	L/C
Number
	 	7/10/2003	  	  	 	3/3/2015	  	  	Citizens	  	The Travelers Indemnity Company	  	 	USD 65,000.00	  	  	S869400
	 	9/3/2008	  	  	 	8/31/2014	  	  	Bank of
America	  	Bank of America	  	 	EUR 3,375.00	  	  	3095676
	 	10/16/2008	  	  	 	10/11/2014	  	  	Bank of
America	  	Bank of America	  	 	EUR 5,400.00	  	  	3096692
	 	10/1/2009	  	  	 	1/2/2015	  	  	Bank of
America	  	Mrs. Catherine Galoppin	  	 	EUR 4,050.00	  	  	3100850
	 	6/27/2012	  	  	 	7/31/2015	  	  	Bank of
America	  	National Bank of Abu Dhabi	  	 	AED 50,000.00	  	  	68075671
	 	5/27/2014	  	  	 	12/28/2014	  	  	Bank of
America	  	Riyad Bank	  	 	SAR 2,512,500	  	  	68103909








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICE 

BORROWER: 
 Mantech International Corporation 

12015 Lee Jackson Highway 
 Fairfax, VA 22033 

Attention: Office of General Counsel 
 Telephone:
(703) 218-8251 
 Telecopier: (703) 218-8398 

Electronic Mail: Michael.Putnam@ManTech.com 
 Website Address:
www.mantech.com 
 U.S. Taxpayer Identification Number(s): 22-1852179 

ADMINISTRATIVE AGENT: 
 Administrative Agent’s
Office 
 (for payments and Requests for Credit Extensions): 

Bank of America, N.A. 
 Street Address: 101 N. Tryon St. 

Mail Code: NC1-001-05-46 
 City, State ZIP Code: Charlotte, NC
28255-0001 
 Attention: Charles D. Hensley, Credit Services Representative 

Telephone: (980) 388-3225 
 Telecopier: (704) 719-5362

 Electronic Mail: charles.hensley@baml.com 
 Wire
Instructions (Dollars): 
 Pay to: Bank of America, N.A., Charlotte, NC 

ABA# 
 Account No.: 

Acct. Name: 
 Ref: 

Other Notices as Administrative Agent: 
 Bank of
America, N.A. 
 Agency Management 
 Street Address 135 S.
LaSalle St. 
 Mail Code: IL4-135-09-61 
 City, State ZIP Code
Chicago, IL 60603 
 Attention: Roberto O. Salazar, Agency Management Officer 

Telephone: 312-828-3185 
 Telecopier: 877-207-2382 

Electronic Mail: Roberto.o.salazar@baml.com 







 L/C ISSUER: 

For Standby Letters of Credit: 
 Bank of America, N.A.

 Trade Services Standbys – PA 
 Street Address: 1 Fleet
Way 
 Mail Code: PA6-580-02-30 
 City, State ZIP Code:
Scranton, PA 18507 
 Attention: Alfonso Malave, Jr., Operations Manager 

Telephone: (570) 496-9622 
 Telecopier: (800) 755-8743

 Electronic Mail: alfonso.malave@baml.com 
 SWING LINE
LENDER: 
 PNC Bank, National Association 
 Street Address:
6750 Miller Rd. 
 Mail Code: BR-YB58-01-P 
 City, State ZIP
Code: Brecksville, OH 44141 
 Attention: Kimberly Thompson, Officer, Senior Loan Support Analyst 

Telephone: (440) 546-6761 
 Telecopier: (877) 736-6417

 Electronic Mail: Kimberly.thompson@pnc.com 
 Electronic Mail
(daily activity): ParticipationLA1BRV@pnc.com 
 Account No.: 

Ref: 
 ABA# 







 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:             ,      

 

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

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 13, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ManTech International Corporation, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. 

The undersigned hereby requests (select one): 

 ̈  A Borrowing of Committed
Loans             ̈  A conversion or continuation of Loans 
  


	 	1.	On                     (a Business Day). 


 

	 	2.	In the amount of $        . 

  

	 	3.	Comprised of                    . 


[Type of Committed Loan requested] 
  

	 	4.	For Eurodollar Rate Loans: with an Interest Period of          months. 


The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the
Agreement. 
 [Signature Page Follows] 

  
 A-1 

Form of Committed Loan Notice 








 
			
	 MANTECH INTERNATIONAL CORPORATION

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 A-2 

Form of Committed Loan Notice 








 EXHIBIT B 

FORM OF NOTE 

                    FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to                      or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement,
dated as of June 13, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,
the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. 
 The Borrower promises to
pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in
Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and
payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. 
 [Signature Page Follows] 

  
 B-1 

Form of Note 








 
			
	 MANTECH INTERNATIONAL CORPORATION

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 B-2 

Form of Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

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


  
 B-3 

Form of Note 








 EXHIBIT C 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:             ,     

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

Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 13, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ManTech International Corporation, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. 

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                     of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on
the behalf of the Borrower, and that: 
 [Use following paragraph 1 for fiscal year-end financial statements]

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

(b) Attached hereto is a report setting forth the respective revenues and assets for each Material Subsidiary confirming that as of the fiscal
year ended as of the above date, (calculated on a rolling four-quarter basis), (i) no less than 90% of the consolidated revenues of the Borrower and its Subsidiaries for such applicable period are generated by or attributable to the Borrower
and Material Subsidiaries that are Guarantors, and (ii) no less than 90% of the consolidated assets as of the last day of such applicable period of the Borrower and its Subsidiaries are owned by the Borrower and Material Subsidiaries that are
Guarantors 
 [Use following paragraph 1 for fiscal quarter-end financial statements] 

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

  
 C-1 

Form of Compliance Certification 








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

[select one:] 

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition
of the Loan Documents applicable to it, and no Default has occurred and is continuing.] 
 —or— 

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its
nature and status:] 
 4. The representations and warranties of the Borrower contained in Article V of the Agreement, and any
representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in
clauses (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including
the statements in connection with which this Compliance Certificate is delivered. 
 5. As of the fiscal quarter ended as of the above date
(calculated on a rolling four-quarter basis), (i) no less than 90% of the consolidated revenues of the Borrower and its Subsidiaries for such applicable period are generated by or attributable to Material Subsidiaries that are Guarantors, and
(ii) no less than 90% of the consolidated assets as of the last day of such applicable period of the Borrower and its Subsidiaries are owned by Material Subsidiaries that are Guarantors. 

6. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and
as of the date of this Certificate. 
 [7. The calculation of the Available Amount set forth on Schedule 3 attached hereto is true and
accurate on and as of the date of this Certificate.]1 
 [Signature Page Follows] 

 
  

	1 	To be included if required by the Agreement. 


  
 C-2 

Form of Compliance Certificate 








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

			
	MANTECH INTERNATIONAL CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 C-3 

Form of Compliance Certificate 








 For the Quarter/Year ended
            (“Statement Date”) 
 SCHEDULE 1 

to the Compliance Certificate 
 ($
in 000’s) 
  

					
	I.	  	Section 7.12 (a) – Consolidated Total Leverage Ratio.	  	
	    A.	  	Consolidated Funded Indebtedness at Statement Date:	  	$
	    B.	  	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):	  	$
		  	 1.      Consolidated Net Income for Subject Period:
	  	$
		  	 2.      Consolidated Interest Charges for Subject Period:
	  	$
		  	 3.      Provision for Federal, state, local and foreign Taxes based upon income, profits or capital
payable or accrued by the Borrower and its Subsidiaries for Subject Period:
	  	$
		  	 4.      Depreciation expenses for Subject Period:
	  	$
		  	 5.      Amortization expenses for Subject Period:
	  	$
		  	 6.      Non-cash expenses and amortization related to the granting of stock options and restricted
stock grants to employees and directors of the Borrower and its Subsidiaries in the ordinary course of business under any Approved ESOP or Approved ESPP of the Borrower for Subject Period:
	  	$
		  	 7.      Non-recurring charges, expenses or losses reducing Consolidated Net Income for Subject
Period:
	  	$
		  	 8.      Transaction Costs actually incurred during Subject Period:
	  	$                2
		  	 9.      Federal, state, local and foreign income tax credits for Subject Period:
	  	$
		  	 10.    Non-cash additions to Consolidated Net Income for Subject Period:
	  	$
		  	 11.    Consolidated EBITDA (Lines I.B.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 – 9 – 10):
	  	$
	    C.	  	Consolidated Total Leverage Ratio (Line I.A ÷ Line I.B.11):	  	            to
1.00
		  	Maximum Consolidated Total Leverage Ratio	  	4.50 to 1.00

  

	2 	Maximum of $10,000,000 in the aggregate in any four fiscal quarter period. 


  
 C-4 

Form of Compliance Certificate 









					
	II.	  	Section 7.12 (b) – Consolidated Senior Secured Leverage Ratio.	  	
	    A.	  	Consolidated Funded Indebtedness at Statement Date:	  	$
	    B.	  	Subordinated Indebtedness	  	$
	    C.	  	Unsecured Consolidated Funded Indebtedness:	  	$
	    D.	  	Line II.A – (Line II.B + Line II.C)	  	$
	    E.	  	Consolidated EBITDA (Line I.B.11):	  	$
	    F.	  	Consolidated Senior Secured Leverage Ratio (Line II.D ÷ II.E)	  	            to
1.00
		  	Maximum Consolidated Senior Secured Leverage Ratio	  	3.50 to 1.00
			
	III.	  	Section 7.12 (c) – Consolidated Coverage Ratio.	  	
	    A.	  	Consolidated Charges:	  	
		  	 1.      Consolidated Interest Charges for Subject Period:
	  	$
		  	 2.      Restricted Payments:
	  	
		  	 a. All Restricted Payments made during the Subject Period:
	  	$
		  	 b. $0:
	  	$0
		  	 c. Restricted Payments (if Line I.C is greater than or equal to 3:00 to 1.00, Line III.A.2.a; otherwise,

Line III.A.2.b):
	  	$
		  	 3.      Consolidated Charges (Lines III.A.1 + III.A.2.c):
	  	$
	    B.	  	Consolidated Coverage Ratio:	  	$
		  	 1.      Consolidated EBITDA (Line I.B.11):
	  	$
		  	 3.      Consolidated Coverage Ratio (Lines III.B.1 ÷ Line III.A.3):
	  	            to
1.00
		  	Minimum Consolidated Coverage Ratio	  	2.50 to 1.00


  
 C-5 

Form of Compliance Certificate 








 For the Quarter/Year ended
            (“Statement Date”) 
 SCHEDULE 2 

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

(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement) 

 

											
	 Consolidated EBITDA
	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Twelve
Months
Ended
	Consolidated Net Income	  		  		  		  		  	
	+ Consolidated Interest Charges	  		  		  		  		  	
	+ Provision for Federal, state, local and foreign Taxes based upon income, profits or capital payable or accrued by the Borrower and its Subsidiaries	  		  		  		  		  	
	+ Depreciation expenses	  		  		  		  		  	
	+ Amortization expenses	  		  		  		  		  	
	+ Non-cash expenses and amortization related to the granting of stock options and restricted stock grants to employees and directors of the Borrower and its Subsidiaries in the ordinary course of business under any Approved ESOP or
Approved ESPP of the Borrower	  		  		  		  		  	
	+ Non-recurring charges, expenses or losses reducing Consolidated Net Income	  		  		  		  		  	
	+ Transaction Costs actually incurred	  		  		  		  		  	
	- Federal, state, local and foreign income tax credits	  		  		  		  		  	
	- Non-cash additions to Consolidated Net Income	  		  		  		  		  	
	= Consolidated EBITDA	  		  		  		  		  	


  
 C-6 

Form of Compliance Certificate 








 [As of              

SCHEDULE 3 
 to the
Compliance Certificate 
 ($ in 000’s) 
  

							
	Available Amount	  
	A.	  	Aggregate net cash proceeds received by the Borrower after the Closing Date from Equity Issuances:	  	$	            	  
	B.	  	Aggregate amount of Investments made by the Borrower or its Subsidiaries after the Closing Date pursuant to Sections 7.03(c)(iv) and 7.03(i) of the Credit Agreement:	  	$	 	  
	C.	  	Aggregate amount of Restricted Payments made by the Borrower or its Subsidiaries after the Closing Date pursuant to Section 7.06(h) of the Credit Agreement:	  	$	 	  
	D.	  	Aggregate amount of payments made by the Borrower or its Subsidiaries in respect of Indebtedness made after the Closing Date pursuant to Section 7.15(c) of the Credit Agreement:	  	$	 	  
	E.	  	Lines B + C + D:	  	$	 	  
	F.	  	Available Amount (Lines A – E):	  	$	 	  


  
 C-7 

Form of Compliance Certificate 








 EXHIBIT D 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 hereunder are
several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the
Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
  

 

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


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


	5 	Select as appropriate. 


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


  
 D-1 

Assignment and Assumption 









									
	1.	  	Assignor[s]:	  	  
	  		  	
					
		  		  	  
	  		  	
					
	2.	  	Assignee[s]:	  	  
	  		  	
					
		  		  	  
	  		  	

 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 

3. Borrower: ManTech International Corporation, a Delaware corporation 

4. Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

5. Credit Agreement: Amended and Restated Credit Agreement, dated as of June 13, 2014, among ManTech International Corporation,
the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer 
 6. Assigned
Interest[s]: 
  

																	
	 Assignor[s] 7
	  	Assigneee[s]8	  	Aggregate
Amount of
Commitment
for all Lenders9	 	  	Amount of
Commitment
Assigned	 	  	Percentage
Assigned of
Commitment10	 	 	CUSIP
Number
						
		  		  	$	 	  	  	$	 	  	  	 	        	% 	 	
						
		  		  	$	 	  	  	$	 	  	  	 	            	% 	 	
						
		  		  	$	            	  	  	$	            	  	  	 	            	% 	 	

 [7. Trade Date:             ]11 
  
  

	7 	List each Assignor, as appropriate. 


	8 	List each Assignee, as appropriate. 


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



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


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


  
 D-2 

Assignment and Assumption 








 Effective Date:             ,
20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


 [Consented to and]12 Accepted: 

 

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

	Title:	 	
	
	[Consented to:]13
		
	By:	 	
	Title:	 	  


  
  

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


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


  
 D-3 

Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender. 

  
 D-4 

Assignment and Assumption 








 2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant]
Assignee for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 D-5 

Assignment and Assumption 








 EXHIBIT E 

FORM OF SWING LINE LOAN NOTICE 

Date:             ,      

 

	To:	Swing Line Lender 

 Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to
that certain Amended and Restated Credit Agreement, dated as of June 13, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being
used herein as therein defined), among ManTech International Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. 

The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On                     (a Business Day). 


 

	 	2.	In the amount of $            . 


The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first
sentence of Section 2.04(a) of the Agreement. 
 [Signature Page Follows] 

  
 E-1 

Form of Swing Line Loan Notice 








 
			
	MANTECH INTERNATIONAL CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 E-2 

Form of Swing Line Loan Notice 








 EXHIBIT F 

FORM OF SWING LINE LOAN REFINANCING NOTICE 

Date:             ,      

 

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

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 13, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ManTech International Corporation, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. 

This Swing Line Loan Refinancing Notice (the “Notice”) is delivered pursuant to Section 2.04(c)(i) of the
Agreement. As of the date of delivery of this Notice, the Outstanding Amount of all Swing Line Loans is $            . 

[Select One] 
  ̈ Because the Outstanding Amount of all Swing Line Loans as of the date hereof is LESS THAN $5,000,000, no Base Rate Committed Loan is required to be made by the Lenders. 

 ̈ Because the Outstanding Amount of all Swing Line Loans as of the date hereof
EQUALS OR EXCEEDS $5,000,000, the applicable Pay-off Amount is $            .14 Therefore, each Lender is requested, on behalf of the
Borrower (which has irrevocably authorized the Swing Line Lender to so request on its behalf), to make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the specified Pay-off Amount. 

[Signature Page Follows] 
  

 

	14 	Pursuant to Section 2.04(c)(i), to equal the amount necessary to reduce the Outstanding Amount of all Swing Line Loans to an amount (rounded to the nearest increment of $500,000) equal to or less than $3,000,000.



  
 F-1 

Form of Swing Line Loan Notice 









                     
               , as Swing Line Lender 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 F-2 

Form of Swing Line Loan Notice