EX-10.1



 EXHIBIT 10.1 

CUSIP No.: 87166EAA4 
 CREDIT
AGREEMENT 
 Dated as of September 12, 2016 

among 
 SYNTEL, INC. 

as the Borrower, 
 THE DOMESTIC
SUBSIDIARIES OF THE BORROWER, 
 as the Guarantors, 

and 
 BANK OF AMERICA, N.A., 

as Administrative Agent, L/C Issuer and Swing Line Lender 

and 
 THE OTHER LENDERS PARTY
HERETO 
 and 
 MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, 
 as Sole Lead Arranger and Sole Bookrunner 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	 	Defined Terms	  	 	1	  
	 1.02
	 	Other Interpretive Provisions	  	 	30	  
	 1.03
	 	Accounting Terms	  	 	31	  
	 1.04
	 	Rounding	  	 	32	  
	 1.05
	 	Times of Day; Rates	  	 	32	  
	 1.06
	 	Letter of Credit Amounts	  	 	32	  
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	32	  
			
	 2.01
	 	Revolving Loans and Term Loan	  	 	32	  
	 2.02
	 	Borrowings, Conversions and Continuations of Loans	  	 	33	  
	 2.03
	 	Letters of Credit	  	 	34	  
	 2.04
	 	Swing Line Loans	  	 	42	  
	 2.05
	 	Prepayments	  	 	45	  
	 2.06
	 	Termination or Reduction of Commitments	  	 	47	  
	 2.07
	 	Repayment of Loans	  	 	48	  
	 2.08
	 	Interest	  	 	48	  
	 2.09
	 	Fees	  	 	49	  
	 2.10
	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	50	  
	 2.11
	 	Evidence of Debt	  	 	50	  
	 2.12
	 	Payments Generally; Administrative Agent’s Clawback	  	 	51	  
	 2.13
	 	Sharing of Payments by Lenders	  	 	52	  
	 2.14
	 	Cash Collateral	  	 	53	  
	 2.15
	 	Defaulting Lenders	  	 	54	  
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	56	  
			
	 3.01
	 	Taxes	  	 	56	  
	 3.02
	 	Illegality	  	 	61	  
	 3.03
	 	Inability to Determine Rates	  	 	62	  
	 3.04
	 	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	62	  
	 3.05
	 	Compensation for Losses	  	 	64	  
	 3.06
	 	Mitigation Obligations; Replacement of Lenders	  	 	64	  
	 3.07
	 	Survival	  	 	65	  
		
	 ARTICLE IV GUARANTY
	  	 	65	  
			
	 4.01
	 	The Guaranty	  	 	65	  
	 4.02
	 	Obligations Unconditional	  	 	65	  
	 4.03
	 	Reinstatement	  	 	66	  
	 4.04
	 	Certain Additional Waivers	  	 	67	  
	 4.05
	 	Remedies	  	 	67	  
	 4.06
	 	Rights of Contribution	  	 	67	  
	 4.07
	 	Guarantee of Payment; Continuing Guarantee	  	 	68	  
	 4.08
	 	Keepwell	  	 	68	  
		
	 ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	68	  
			
	 5.01
	 	Conditions of Initial Credit Extension	  	 	68	  
	 5.02
	 	Conditions to all Credit Extensions	  	 	70	  


  
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	 ARTICLE VI REPRESENTATIONS AND WARRANTIES
	  	 	71	  
			
	 6.01
	 	Existence, Qualification and Power	  	 	71	  
	 6.02
	 	Authorization; No Contravention	  	 	71	  
	 6.03
	 	Governmental Authorization; Other Consents	  	 	72	  
	 6.04
	 	Binding Effect	  	 	72	  
	 6.05
	 	Financial Statements; No Material Adverse Effect	  	 	72	  
	 6.06
	 	Litigation	  	 	73	  
	 6.07
	 	No Default	  	 	73	  
	 6.08
	 	Ownership of Property; Liens	  	 	73	  
	 6.09
	 	Environmental Compliance	  	 	73	  
	 6.10
	 	Insurance	  	 	73	  
	 6.11
	 	Taxes	  	 	74	  
	 6.12
	 	ERISA Compliance	  	 	74	  
	 6.13
	 	Subsidiaries	  	 	75	  
	 6.14
	 	Margin Regulations; Investment Company Act	  	 	75	  
	 6.15
	 	Disclosure	  	 	75	  
	 6.16
	 	Compliance with Laws	  	 	76	  
	 6.17
	 	Intellectual Property; Licenses, Etc.	  	 	76	  
	 6.18
	 	Solvency	  	 	76	  
	 6.19
	 	Perfection of Security Interests in the Collateral	  	 	76	  
	 6.20
	 	Business Locations	  	 	76	  
	 6.21
	 	Labor Matters	  	 	77	  
	 6.22
	 	OFAC	  	 	77	  
	 6.23
	 	No EEA Financial Institution	  	 	77	  
		
	 ARTICLE VII AFFIRMATIVE COVENANTS
	  	 	77	  
			
	 7.01
	 	Financial Statements	  	 	77	  
	 7.02
	 	Certificates; Other Information	  	 	78	  
	 7.03
	 	Notices	  	 	80	  
	 7.04
	 	Payment of Obligations	  	 	80	  
	 7.05
	 	Preservation of Existence, Etc.	  	 	81	  
	 7.06
	 	Maintenance of Properties	  	 	81	  
	 7.07
	 	Maintenance of Insurance	  	 	81	  
	 7.08
	 	Compliance with Laws	  	 	82	  
	 7.09
	 	Books and Records	  	 	82	  
	 7.10
	 	Inspection Rights	  	 	82	  
	 7.11
	 	Use of Proceeds	  	 	82	  
	 7.12
	 	Additional Subsidiaries	  	 	82	  
	 7.13
	 	ERISA Compliance	  	 	83	  
	 7.14
	 	Pledged Assets	  	 	83	  
	 7.15
	 	Depository Relationship	  	 	84	  
	 7.16
	 	Anti-Corruption Laws; Sanctions	  	 	84	  
	 7.17
	 	India Pledge Agreement	  	 	84	  
		
	 ARTICLE VIII NEGATIVE COVENANTS
	  	 	84	  
			
	 8.01
	 	Liens	  	 	84	  
	 8.02
	 	Investments	  	 	87	  
	 8.03
	 	Indebtedness	  	 	88	  
	 8.04
	 	Fundamental Changes	  	 	89	  
	 8.05
	 	Dispositions	  	 	90	  


  
 ii 









							
	 8.06
	 	Restricted Payments	  	 	90	  
	 8.07
	 	Change in Nature of Business	  	 	92	  
	 8.08
	 	Transactions with Affiliates and Insiders	  	 	92	  
	 8.09
	 	Burdensome Agreements	  	 	92	  
	 8.10
	 	Margin Stock	  	 	93	  
	 8.11
	 	Financial Covenants	  	 	93	  
	 8.12
	 	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	  	 	93	  
	 8.13
	 	Ownership of Subsidiaries	  	 	93	  
	 8.14
	 	Sale Leasebacks	  	 	94	  
	 8.15
	 	Sanctions; Anti-Corruption Laws	  	 	94	  
		
	 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
	  	 	94	  
			
	 9.01
	 	Events of Default	  	 	94	  
	 9.02
	 	Remedies Upon Event of Default	  	 	96	  
	 9.03
	 	Application of Funds	  	 	97	  
		
	 ARTICLE X ADMINISTRATIVE AGENT
	  	 	98	  
			
	 10.01
	 	Appointment and Authority	  	 	98	  
	 10.02
	 	Rights as a Lender	  	 	98	  
	 10.03
	 	Exculpatory Provisions	  	 	99	  
	 10.04
	 	Reliance by Administrative Agent	  	 	100	  
	 10.05
	 	Delegation of Duties	  	 	100	  
	 10.06
	 	Resignation of Administrative Agent	  	 	100	  
	 10.07
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	102	  
	 10.08
	 	No Other Duties; Etc.	  	 	102	  
	 10.09
	 	Administrative Agent May File Proofs of Claim; Credit Bidding	  	 	102	  
	 10.10
	 	Collateral and Guaranty Matters	  	 	104	  
	 10.11
	 	Secured Treasury Management Agreements and Secured Swap Agreements	  	 	104	  
		
	 ARTICLE XI MISCELLANEOUS
	  	 	105	  
			
	 11.01
	 	Amendments, Etc.	  	 	105	  
	 11.02
	 	Notices and Other Communications; Facsimile Copies	  	 	107	  
	 11.03
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	109	  
	 11.04
	 	Expenses; Indemnity; and Damage Waiver	  	 	109	  
	 11.05
	 	Payments Set Aside	  	 	111	  
	 11.06
	 	Successors and Assigns	  	 	112	  
	 11.07
	 	Treatment of Certain Information; Confidentiality	  	 	116	  
	 11.08
	 	Set-off	  	 	117	  
	 11.09
	 	Interest Rate Limitation	  	 	118	  
	 11.10
	 	Counterparts; Integration; Effectiveness	  	 	118	  
	 11.11
	 	Survival of Representations and Warranties	  	 	118	  
	 11.12
	 	Severability	  	 	118	  
	 11.13
	 	Replacement of Lenders	  	 	119	  
	 11.14
	 	Governing Law; Jurisdiction; Etc.	  	 	119	  
	 11.15
	 	Waiver of Right to Trial by Jury	  	 	120	  
	 11.16
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	121	  
	 11.17
	 	USA PATRIOT Act	  	 	121	  
	 11.18
	 	No Advisory or Fiduciary Relationship	  	 	121	  
	 11.19
	 	Subordination of Intercompany Indebtedness	  	 	122	  
	 11.20
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	122	  


  
 iii 








 SCHEDULES 
  

			
	 2.01
	  	Commitments and Applicable Percentages
	 6.10
	  	Insurance
	 6.13
	  	Subsidiaries
	 6.17
	  	IP Rights
	 6.20(a)
	  	Locations of Real Property
	 6.20(b)
	  	Taxpayer and Organizational Identification Numbers
	 8.01
	  	Liens Existing on the Closing Date
	 8.02
	  	Investments Existing on the Closing Date
	 8.03
	  	Indebtedness Existing on the Closing Date
	 11.02
	  	Certain Addresses for Notices

 EXHIBITS 
  

			
	 1.01
	  	Form of Secured Party Designation Notice
	 2.02
	  	Form of Loan Notice
	 2.04
	  	Form of Swing Line Notice
	 2.05
	  	Form of Notice of Loan Prepayment
	 2.11(a)
	  	Form of Note
	 3.01
	  	Form of U.S. Tax Compliance Certificates
	 7.02
	  	Form of Compliance Certificate
	 7.12
	  	Form of Joinder Agreement
	 8.06
	  	Form of Solvency Certificate
	 11.06(b)
	  	Form of Assignment and Assumption
	 11.06(b)(iv)
	  	Form of Administrative Questionnaire


  
 iv 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of September 12, 2016 among SYNTEL, INC., a Michigan corporation (the
“Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

The Borrower has requested that the Lenders provide $500,000,000 in credit facilities for the purposes set forth herein, and the Lenders are
willing to do so 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: 
 “Account” shall have the meaning given to such term in the Security Agreement 

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related
transactions, of all or substantially all of the property of another Person, or any division, line of business or other business unit of another Person or at least a majority of the Voting Stock of another Person, in each case whether or not
involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise. 

“Act” has the meaning specified in Section 11.17. 

“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 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv)
or any other form approved by the Administrative Agent. 
 “Affiliate” means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Parties” has the meaning specified in Section 11.02. 

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate
Revolving Commitments in effect on the Closing Date is $200,000,000. 
 “Agreement” means this Credit Agreement. 







 “Applicable Percentage” means with respect to any Lender at any time,
(a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time;
provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Revolving 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, and (b) with respect to such Lender’s
portion of the outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term Loan held by such Lender at such time. The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment
as provided in Section 2.15. 
 “Applicable Rate” means (i) with respect to Eurodollar Rate Loans and the
Letter of Credit Fee, 1.50% per annum, (ii) with respect to Base Rate Loans, 0.50% per annum, and (iii) with respect to the Commitment Fee, the following percentages per annum, based upon the Consolidated Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a): 
  

					
	 Pricing

Tier
	  	Consolidated
Leverage
Ratio	  	Commitment Fee
	 1
	  	> 1.50 to 1.0	  	0.25%
	 2
	  	< 1.50 to 1.0	  	0.15%

 In the case of clause (iii) above: (x) any increase or decrease in the Applicable Rate resulting from a change in
the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have
been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(a), whereupon the Applicable Rate shall be adjusted
based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate; and (y) the Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance
Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending December 31, 2016 shall be determined based upon Pricing Tier 1. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arranger” means Merrill Lynch,
Pierce, Fenner & Smith, Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as sole lead arranger and sole bookrunner. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form (including electronic documentation generated by use of
an electronic platform) approved by the Administrative Agent. 

  
 2 








 “Attributable Indebtedness” means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease of any Person, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization
Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended December 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto, audited by
independent public accountants of recognized national standing and prepared in conformity with GAAP. 
 “Auto-Extension Letter of
Credit” has the meaning specified in Section 2.03(b)(iii). 
 “Availability Period” means, with
respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving 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 9.02. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “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 0.50%, (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 1.0%; provided that if the Base Rate
shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such change. 
 “Base Rate Loan” means a Loan
that bears interest based on the Base Rate. 
 “Borrower” has the meaning specified in the introductory paragraph hereto.

 “Borrower Materials” has the meaning specified in Section 7.02. 

  
 3 








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

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

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with
GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person. 
 “Cash Collateralize” means
to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer. “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, as at any date, (a) securities issued or directly and fully guaranteed or insured by the
United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar
denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000, and, with respect to any Foreign Subsidiary, time
deposits, certificates of deposits, overnight bank deposits or bankers acceptances in the currency of any country in which such Foreign Subsidiary transacts business having maturities of twelve (12) months or less from the date of acquisition
issued by any commercial bank organized in the United States having capital and surplus in excess of $100,000,000 or, with respect to any Foreign Subsidiary, a commercial bank organized under the Laws of another country in which such Foreign
Subsidiary transacts business having total assets in excess of $100,000,000 (or its foreign currency equivalent), or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from
Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than two hundred and seventy (270) days from the date of acquisition, (c) commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
(or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing
subdivisions (a) through (d). 

  
 4 








 “Change in Law” means the occurrence, after the Closing Date, of any of the
following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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 the occurrence of any of the following events: 

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right,
an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the Equity Interests 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), other than any such “person” or
“group” that owns more than such percentage as of the Closing Date; or 
 (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. 
 “Closing Date” means the date hereof. 

“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the
Administrative Agent, for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. 

“Collateral Documents” means a collective reference to the Security Agreement, the Mortgages (if any), the India Pledge
Agreement and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender and/or the Term Loan Commitment of such
Lender. 
 “Commitment Fee” has the meaning specified in Section 2.09(a). 

  
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 “Compliance Certificate” means a certificate substantially in the form of
Exhibit 7.02. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net
income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Capital Expenditures”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include
(a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition or (b) Permitted
Acquisitions. 
 “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 the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) income tax expense of
the Borrower and its Subsidiaries for such period, (c) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets and amortization or write-off of debt discount or deferred financing costs
and debt issuance costs and commissions, discounts and other fees, costs, expenses and charges associated with Indebtedness (including, without limitation, the Term Loan, the Revolving Loans and Letters of Credit under this Agreement)) expense for
such period, (d) non-cash compensation expense, or other non-cash expenses or charges, arising from the sale of stock, and the granting of stock options and incentive restricted stock, the granting of stock appreciation rights and similar
arrangements (including any repricing, amendment, modification, substitution or change of any such stock, stock option, stock appreciation rights or similar arrangements), all as determined in accordance with GAAP, (e) any financial advisory
fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses of the Borrower or its Subsidiaries incurred as a result of the transactions contemplated by this Agreement and the Loan Documents
(and any amendments, waivers, consents or other modifications thereto) including, without limitation, the fees, costs and expenses from the discharge of the Indebtedness under the Existing Credit Facility, all determined in accordance with GAAP,
(f) any financial advisory fees, accounting fees, legal fees and similar advisory and consulting fees and related out-of-pocket expenses of the Borrower and its Subsidiaries incurred as a result of Permitted Acquisitions and/or Dispositions;
provided that the aggregate amount added back pursuant to this clause (f) during the term of this Agreement shall not exceed $1,000,000, (g) all other non-cash charges or expenses (excluding any such expenses or charges to the extent
representing an accrual or reserve for any cash charge in any future period), and (h) with the prior consent of the Required Lenders, one-time losses, and minus all non-cash income or gains. 

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA
for the period of the four fiscal quarters most recently ended minus income tax expense for such period, excluding a one-time tax payment attributable to the repatriation of foreign cash to occur within thirty (30) days of the Closing
Date (or such later date as the Administrative Agent may agree in its sole discretion), minus Consolidated Capital Expenditures for such period to (b) Consolidated Fixed Charges for the period of the four fiscal quarters most
recently ended. 
 “Consolidated Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, an amount equal to the sum of (i) the cash portion of Consolidated Interest Charges for such period plus (ii) Consolidated Scheduled Funded Debt Payments for such period. 

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis
determined in accordance with GAAP. 

  
 6 








 “Consolidated Interest Charges” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses 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, plus (ii) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in
accordance with GAAP plus (iii) the implied interest component of Synthetic Leases with respect to such period. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness
as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. 

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net
income (or net loss) after taxes of the Borrower and its Subsidiaries (excluding any extraordinary gains or losses) for that period, as determined in accordance with GAAP; provided that there shall be excluded from the calculation of
Consolidated Net Income for any period (i) the income (or loss) of any Person in which any other Person has an ownership interest, except to the extent that any such income is actually received in cash by the Borrower or any Subsidiary during
such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or another Subsidiary or is merged with or into or consolidated with the Borrower or any of its Subsidiaries or that
Person’s assets are acquired by the Borrower or any of its Subsidiaries, and (iii) the income of any direct or indirect Subsidiary of the Borrower to the extent that the declaration or payment of Restricted Payments or similar
distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary. 

“Consolidated Scheduled Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a consolidated
basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness, as determined in accordance with GAAP. For purposes of this definition, “scheduled payments of principal” (a) shall be determined after giving
effect to any reduction of such scheduled payments resulting from the application of any mandatory prepayment made during the applicable period but without giving effect to any reduction of such scheduled payments resulting from the application of
any voluntary prepayments, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases, Securitization Transactions and Synthetic Leases, (c) shall not include any voluntary prepayments or mandatory
prepayments required pursuant to Section 2.05, and (d) with respect to Earn Out Obligations, shall equal payments made under Earn Out Obligations during the applicable period. 

“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. 
 “Contribution
Share” has the meaning specified in Section 4.06. 
 “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. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities
having ordinary voting power for the election of directors, managing general partners or the equivalent. 

  
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 “Credit Extension” means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension. 
 “Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any
Indebtedness other than Indebtedness permitted under Section 8.03. 
 “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, including without limitation, with respect to any Person organized in India, the Companies Act, 2013, the Insolvency and Bankruptcy Code, 2016, the Sick Industrial Companies (Special
Provisions) Act, 1985, the Maharashtra Relief Undertakings (Special Provisions) Act, 1958 and any other applicable Laws in such jurisdiction applicable to sick or relief undertakings. 

“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) with respect to any Obligation for
which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the
Base Rate plus the Applicable Rate for Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law. 

“Defaulting Lender” means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all
or any portion of its Loans within two (2) 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 reasonable 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
(2) 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 (3) Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from
the jurisdiction of courts within the United States or from the enforcement of judgments 

  
 8 








 
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 2.15(d)) 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, region or territory to the extent that such country, region or territory 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 Loan Party or any Subsidiary (including the Equity Interests of any Subsidiary), 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, but excluding (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business; (b) the sale, lease, license,
transfer or other disposition in the ordinary course of business of surplus, obsolete, worn out or property no longer used or useful in the conduct of business of any Loan Party and its Subsidiaries; (c) any sale, lease, license, transfer or
other disposition of property to any Loan Party or any Subsidiary; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes
an Investment, such transaction is permitted under Section 8.02, and (d) any Involuntary Disposition. For the avoidance of doubt, an issuance by any Person of its own Equity Interests shall not constitute a Disposition by that
Person. 
 “Dollar” and “$” mean lawful money of the United States. 

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District
of Columbia; provided that Syntel Delaware shall not be a Domestic Subsidiary under the Loan Documents. 
 “Earn Out
Obligations” means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments that are subject to or contingent upon the revenues, income, cash flow or profits (or the
like) of the Borrower or any Subsidiary (including purchase price adjustments but excluding customary indemnity obligations not tied to earnings or income) pursuant to the documentation relating to such Acquisition. For purposes of determining the
aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn out payments in respect thereof as specified in the documents relating to
such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as
determined in accordance with GAAP. 
 “EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

  
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 “EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any person
entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time. 
 “Eligible Assignee” means any Person that meets the requirements to
be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). 

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “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 Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, excluding, however, such events as to which
the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event; (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 

  
 10 








 
a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) the
institution 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 Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or
(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. 

“Eurodollar Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered
Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest Period; and 
 (b) for any interest
calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately 11:00 a.m., London time determined two (2) Business Days prior to such date for Dollar deposits with a term of one month
commencing that day; 
 provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in
connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of
“Eurodollar Rate”. 
 “Event of Default” has the meaning specified in Section 9.01. 

“Excess Payment” has the meaning specified in Section 4.06. 

“Excluded Property” means, with respect to any Loan Party, including any Person that becomes a Loan Party after the Closing
Date as contemplated by Section 7.12, (a) any owned real property with a fair market value of less than $2,000,000 and all leased real property, (b) any personal property (including, without limitation, motor vehicles and other
assets subject to certificates of title) in respect of which perfection of a Lien is not either (i) governed by the UCC or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, (c) the Equity Interests of Syntel Delaware and any Foreign Subsidiary, other than 65% of the issued and outstanding Equity Interests in each Material First Tier Foreign Subsidiary, (d) any
property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant 

  
 11 








 
to documents which prohibit such Loan Party from granting any other Liens in such property, (e) any General Intangible (as defined in the UCC), permit, lease, license, contract or other
Instrument (as defined in the UCC) of such Loan Party to the extent that the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by the Collateral Documents, under
the terms thereof or under applicable Law, is prohibited or would result in the termination thereof or give any Person (other than the Borrower or any Subsidiary) the right to terminate or accelerate, or give rise to a right on the part of any
Person (other the Borrower or any Subsidiary) to force a sale of, any Loan Party or its Subsidiaries’ interest therein or otherwise alter such Loan Party’s rights, titles and interests thereunder (including upon the giving of notice or the
lapse of time or both) or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property; provided that (i) any such limitation described in this clause
(e) on the security interests granted hereunder shall only apply to the extent that any such prohibition is not be rendered ineffective pursuant to the UCC or any other applicable Law or principles of equity and (ii) in the event of the
termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to
become Collateral, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and
simultaneously granted hereunder and shall be included as Collateral, (f) any United States “intent-to-use” trademark application unless and until acceptable evidence of use of the trademark has been filed with and accepted by the
United States Patent and Trademark Office, and only to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” trademark
application, (g) any interest in SSSSML and (h) those assets as to which it is mutually determined by the Borrower and the Administrative Agent from time to time that the burden or cost of obtaining such a security interest or perfection
thereof outweighs the benefit to the Administrative Agent of the security to be afforded thereby. 
 “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 under a Loan Document by such Guarantor of a security interest to secure,
such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or 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 Section 4.08 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 security interest, 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 to only
the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws
of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to
Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a 

  
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party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and
(d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 
 “Existing Credit Facility” means the credit
facility evidenced by the Credit Agreement dated as of May 23, 2013, between the Borrower, and Bank of America, as lender, as amended or modified from time to time. 

“Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by
any Loan Party or any Subsidiary. 
 “Facility Termination Date” means the date as of which all of the following shall have
occurred: the repayment in full of all Obligations (other than contingent obligations for which no claim has been asserted), the termination of all Commitments hereunder and all Letters of Credit have terminated or expired (other than Letters of
Credit that have been Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made). 

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

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (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 Internal
Revenue Code. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letter” means the letter agreement, dated as of the date hereof among the Borrower, the Administrative Agent and the
Arranger. 
 “First Tier Foreign Subsidiary” means any Foreign Subsidiary, all or any portion of the Equity Interest of
which are owned or held directly by a Borrower or a Guarantor. 
 “Foreign Lender” means (a) if the Borrower is a U.S.
Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes
of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

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

  
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 “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 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 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. 
 “Funded
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following whether or not included as indebtedness or liabilities in accordance with GAAP (except as otherwise set forth below ): 

(a) all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) all purchase money
Indebtedness; 
 (c) the principal portion of all obligations under conditional sale or other title retention agreements
relating to property purchased by the Borrower or any Subsidiary (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); 

(d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments; 
 (e) all obligations, other than intercompany items, in respect of the
deferred purchase price of property or services (other than trade accounts payable and accrued expenses in the ordinary course of business and, in each case, not past due for more than one hundred and twenty (120) days after the date on which
such trade account payable was due), including, without limitation, any Earn Out Obligations (as determined in accordance with GAAP); 

(f) the Attributable Indebtedness (as determined in accordance with GAAP) of Capital Leases, Securitization Transactions and
Synthetic Leases; 
 (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Equity Interests in such Person or any other Person prior to the date one year following the Maturity Date, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends; 
 (h) all Funded Indebtedness of others secured by (or for which the holder of
such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have
been assumed; provided that the amount of any Funded Indebtedness of others that constitutes Funded Indebtedness of such Person solely by reason of this clause (h) shall not for purposes of this Agreement exceed the greater of the book value or
the fair market value of the properties or assets subject to such Lien; 

  
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 (i) all Guarantees with respect to Funded Indebtedness of the types specified in
clauses (a) through (h) above of another Person; and 
 (j) all Funded Indebtedness of the types referred to in
clauses (a) through (i) above 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 joint venturer to the extent such Person
would be liable therefor under applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent that Funded Indebtedness is expressly made non-recourse
to such Person. 
 For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder. 

“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, consistently applied and as in effect from time to time. 

“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) it being understood and agreed that indemnification and similar reimbursement obligations entered into in the ordinary course of business in favor of the obligor on any such Indebtedness or other obligation which are not enforceable by any
holder of such Indebtedness or other obligation and which do not otherwise constitute Indebtedness hereunder shall not be deemed to constitute Guarantee obligations for purposes of this Agreement and the other Loan Documents, 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); provided that if such Indebtedness or other obligation shall not have been assumed by such Person or is otherwise non-recourse to such Person, the amount of such obligation treated as Indebtedness shall not exceed the fair
market value of such property or assets. It is agreed that Guarantees shall not include endorsements of instruments for deposit or collection or standard contractual indemnities, in each case in 

  
 15 








 
the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning. 
 “Guarantors” means, collectively, (a) each Domestic Subsidiary of the Borrower identified as
a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 or otherwise, (c) with respect to (i) Obligations under any Secured Swap Agreement,
(ii) Obligations under any Secured Treasury Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty, the Borrower, and
(d) the successors and permitted assigns of the foregoing; provided that Syntel Delaware shall not be a Guarantor under the Loan Documents. 

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the
Obligations pursuant to Article IV. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances
or wastes of any nature regulated pursuant to any Environmental Law. 
 “Hedge Bank” means any Person that (i) at the
time it enters into a Swap Contract, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or prior to the Closing Date, is, as of the Closing Date or
within thirty (30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Swap Contract or (iii) within thirty (30) days after the time it enters into the
applicable Swap Contract, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Swap Contract; provided, in the case of a Secured Swap Agreement
with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Swap Agreement. 

“Honor Date” has the meaning set forth in Section 2.03(c). 

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to
the relevant financial statements delivered under or referred to herein. 
 “Impacted Loans” has the meaning specified in
Section 3.03(a). 
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of
the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 
 (a) all Funded
Indebtedness; 
 (b) the Swap Termination Value of any Swap Contract; 

(c) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of
any other Person; and 

  
 16 








 (d) all Indebtedness of the types referred to in clauses (a) through
(c) 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 to the extent such Person would be
liable therefor under applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent that Funded Indebtedness is expressly made non-recourse to such
Person. 
 “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 11.04(b). 

“India Pledge Agreement” means the pledge agreement governed by the laws of India, to be entered into in accordance with
Section 7.17, to pledge in favor of the Administrative Agent, for the benefit of the Lenders and other holders of the Obligations, 65% of the issued and outstanding Equity Interests in Syntel India. 

“India Pledge Power of Attorney” means the pledge power of attorney agreement governed by the laws of India, to be provided
in accordance with Section 7.17, in favor of the Administrative Agent in a form prescribed in the India Pledge Agreement. 

“Information” has the meaning specified in Section 11.07. 

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also
be Interest Payment Dates; and (b) as to any Base Rate Loan (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 or, upon consent of all of the applicable Lenders, such other period that is twelve months or less thereafter (in all
cases, subject to availability), as selected by the Borrower in its Loan Notice; provided that: 
 (a) any Interest
Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, 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 pertaining to a Eurodollar Rate Loan 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 with respect to any Loan shall extend beyond the Maturity Date. 

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

  
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 “Internal Revenue Service” means the United States Internal Revenue Service.

 “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. The outstanding amount
of any Investment shall be deemed to equal the difference of (i) the aggregate initial amount of such Investment less (ii) all returns of principal thereof or capital with respect thereto and all dividends and other distributions of income
received in respect thereof and all liabilities expressly assumed by another Person in connection with the sale of such Investment. 

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use
of, any property of any Loan Party or any Subsidiary. 
 “IP Rights” has the meaning specified in Section 6.17.

 “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. 

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 7.12 executed and delivered by a
Domestic Subsidiary in accordance with the provisions of Section 7.12 or any other documents as the Administrative Agent shall reasonably deem appropriate for such purpose. 

“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. 
 “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 Borrowing of Revolving Loans. 
 “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 Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder. 

  
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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 1.06. 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. 

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that
becomes a “Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes the Swing Line Lender. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender
or such affiliate. Unless the context otherwise requires each references to a Lender shall include its applicable Lending Office. 

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of
a presentation thereunder. 
 “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 (7) 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 $5,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments. 
 “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 (i) any conditional
sale or other title retention agreement, (ii) any easement, right of way or other encumbrance on title to real property and (iii) any financing lease (other than operating leases) having substantially the same economic effect as any of the
foregoing). 
 “Liquidity” means, at any time, all Unrestricted Cash at such time. 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan,
Swing Line Loan or the Term Loan. 
 “Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder
Agreement, the Collateral Documents and the Fee Letter (but specifically excluding Secured Swap Agreements and any Secured Treasury Management Agreements). 

“Loan Notice” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or
(c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit 2.02 or such other form as may be


  
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approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and
signed by a Responsible Officer of the Borrower. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor.

 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Master Agreement” has the meaning specified in the definition of “Swap
Contract.” 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the business, assets, properties, liabilities (actual or contingent), financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material adverse effect on the ability of any Loan Party to perform its obligations
under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 

“Material First Tier Foreign Subsidiary” means collectively (i) Syntel India and (ii) each other First Tier Foreign
Subsidiary, other than SSSSML (to the extent constituting a First Tier Foreign Subsidiary), that, when aggregated with all of such First Tier Foreign Subsidiary’s Subsidiaries, represents more than 10% of the consolidated EBITDA of the Borrower
and its Subsidiaries as of the last day of any fiscal year. For purposes of this definition only, “consolidated EBITDA” of the Borrower and its Subsidiaries as of the last day of any fiscal year shall mean the net income of the Borrower
and its Subsidiaries (excluding extraordinary gains and losses) for that period, as determined in accordance with GAAP, plus the following to the extent deducted in calculating such Consolidated Net Income: (a) consolidated interest expense for
such period, (b) consolidated tax expense for such period, and (c) depreciation and amortization expense for such period, in each case as determined in accordance with GAAP. 

“Maturity Date” means (a) as to the Revolving Loans, Swing Line Loans and Letters of Credit (and the related L/C
Obligations), September 12, 2021 and (b) as to the Term Loan, September 12, 2021; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

 “Maximum Rate” has the meaning specified in Section 11.09. 

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit
account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time,
and (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding
Amount of all L/C Obligations. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent,
for the benefit of the holders of the Obligations, a security interest in the fee interests and/or leasehold interests of any Loan Party in any real property. 

  
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 “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 
 “Net
Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection
therewith (including, without limitation, legal, accounting, consulting and investment banking fees, and sales commissions, placement fees and net of underwriting discounts), (b) taxes paid or payable as a result thereof, (c) in the case
of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related property; (d) in the case of any Disposition, any payments to be made by any Loan Party as agreed between such Person and the
purchaser of any assets subject to a Disposition, and (e) the amount of any reasonable reserves established by the Borrower and its Subsidiaries in accordance with GAAP (x) associated with the assets that are the subject of such event and
(y) retained by the Borrower or any Subsidiary to fund contingent liabilities that are directly attributable to such event and that are reasonably estimated to be payable by the Borrower or any Subsidiary within 18 months following the date
that such event occurred; provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered “Net Cash Proceeds” on the date of such reduction; it being
understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party in any Disposition, Debt Issuance or
Involuntary Disposition. 
 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment
that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

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

“Note” has the meaning specified in Section 2.11(a). 

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of
Exhibit 2.05 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 applicable Borrower. 
 “OFAC” means the Office of Foreign Assets Control of the
United States Department of the Treasury. 
 “Obligations” means, with respect to the Borrower and each Guarantor
(i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, and (ii) all obligations of any Loan Party owing
to Treasury Management Banks in respect of any Secured Treasury Management Agreement and to Hedge Banks in respect of any Secured Swap Agreement, in each case identified in clauses (i) and (ii)

  
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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; provided, however, that the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. 

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

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

“Outstanding Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the 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. 

“Participant” has the meaning specified in Section 11.06(d). 

“Participant Register” has the meaning specified in Section 11.06(d). 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto. 

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

“Pension Funding Rules” means the rules of the Internal Revenue 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 Internal Revenue 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 Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. 

  
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 “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 minimum funding standards under Section 412 of the Internal
Revenue Code. 
 “Permitted Acquisitions” means Investments consisting of (a) an Acquisition by the Borrower or any
Subsidiary for which the consent of the Required Lenders has been obtained, or (b) an Acquisition by the Borrower or any Subsidiary, provided that, in the case of this clause (b), (i) no Default shall have occurred and be continuing
or would immediately result from such Acquisition, (ii) such Acquisition is non-hostile, (iii) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a related line of business
as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof that would be permitted pursuant to Section 8.07), (iv) the representations and warranties made by the Loan
Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), and (v) with respect to any such Acquisition the Borrower shall have delivered to the
Administrative Agent a Pro Forma Compliance Certificate demonstrating that, after giving effect to such acquisition, (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma
Basis and (B) the Consolidated Leverage Ratio would be less than 2.00 to 1.0. 
 “Permitted Liens” means, at any time,
Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01. 

“Person” means any natural person, corporation, limited liability company, trust, 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 7.02. 

“Pro Forma Basis” means, for purposes of calculating compliance with the covenants in Section 8.11 or with any
test or covenant hereunder in respect of a Specified Transaction, that such Specified Transaction and all other Specified Transactions during the relevant fiscal period or thereafter and on or prior to the date of determination shall be deemed to
have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) and (b). In
connection with the foregoing, (i)(a) with respect to any Disposition or Involuntary Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent
relating to any period occurring prior to the date of such transaction and (b) with respect to any Acquisition, income statement items attributable to the Person or property acquired shall be included to the extent relating to any period
applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in
Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent, (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary
(including the Person or property acquired) in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula


  
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rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination and (iii) such other pro-forma adjustments which would be permitted or required by Regulation S-X under the Securities Act shall be taken into account. 

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably
detailed calculations of the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) and
(b), as applicable, in each case, after giving effect to the applicable transaction on a Pro Forma Basis. 
 “Public
Lender” has the meaning specified in Section 7.02. 
 “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. 
 “Ratable Share” has
the meaning specified in Section 4.06. 
 “Real Property Security Documents” means with respect to the fee
interest of any Loan Party in any real property: 
 (a) a fully executed and notarized Mortgage encumbering the fee interest
of such Loan Party in such real property; 
 (b) if reasonably requested by the Administrative Agent in its sole discretion,
maps or plats of an as-built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner satisfactory to each of
the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on
which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and
adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed; 

(c) ALTA mortgagee title insurance policies issued by a title insurance company acceptable to the Administrative Agent with
respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except
Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; 

(d) evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the
National Flood Insurance 

  
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Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a
Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the
Borrower and its Subsidiaries evidencing flood insurance in compliance with Laws and otherwise satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the
Lenders; 
 (e) if reasonably requested by the Administrative Agent in its sole discretion, an environmental assessment
report, as to such real property, in form and substance and from professional firms acceptable to the Administrative Agent; 

(f) if reasonably requested by the Administrative Agent in its sole discretion, evidence reasonably satisfactory to the
Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning Laws (the evidence submitted as to which should include the zoning designation made for such real
property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and 

(g) if requested by the Administrative Agent in its sole discretion, an opinion of legal counsel to the Loan Party granting the
Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent. 

“Recipient” means 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 any Loan Party hereunder. 
 “Register” has the meaning specified in
Section 11.06(c). 
 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Removal Effective Date” has the meaning specified in Section 10.06. 

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

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

  
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 “Resignation Effective Date” has the meaning specified in
Section 10.06. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer,
secretary, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of the delivery of certificates pursuant to Sections 5.01 or 7.12(b), 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 Interests of any Loan Party 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 Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the foregoing. 

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving 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 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. 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time. 
 “Revolving
Loan” has the meaning specified in Section 2.01(a). 
 “S&P” means Standard & Poor’s
Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby the Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business,
whether now owned or hereafter acquired, and substantially concurrent therewith rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred. 

“Sanctions” means any international 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. 

  
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 “Secured Party Designation Notice” shall mean a notice from any Lender or an
Affiliate of a Lender substantially in the form of Exhibit 1.01. 
 “Secured Swap Agreement” means any Swap Contract
that is entered into by and between any Loan Party and any Hedge Bank with respect to such Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Secured Swap Agreements shall be subject to the last paragraph of
Section 9.03 and Section 10.11. 
 “Secured Treasury Management Agreement” means any Treasury
Management Agreement that is entered into by and between any Loan Party and any Treasury Management Bank with respect to such Treasury Management Agreement. For the avoidance of doubt, a holder of Obligations in respect of Secured Treasury
Management Agreements shall be subject to the last paragraph of Section 9.03 and Section 10.11. 

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions
(including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals
or similar rights to payment to a special purpose subsidiary or Affiliate of such Person. 
 “Security Agreement” means the
security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent for the benefit of the holders of the Obligations by each of the Loan Parties. 

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the
property (on a going concern basis) of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets (on a going concern
basis) 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 in the normal course of business. In computing the amount of contingent liabilities
at any time, it is intended that such liabilities will be computed at the amount which, in 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. 
 “Solvency Certificate” shall mean a solvency certificate in the form of Exhibit 8.06. 

“Specified Initial Distribution” means a one-time Restricted Payment by the Borrower made on or prior to the date that is
thirty days (30) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) to the holders of the Equity Interests of the Borrower, in accordance with Section 8.06(c). 

“Specified Loan Party” has the meaning specified in Section 4.08. 

“Specified Transaction” means, any Acquisition, incurrence or repayment of Indebtedness, sale, transfer or other Disposition,
Involuntary Disposition, Restricted Payment, increase in Commitments or other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant or requires such test or covenant to be calculated on a Pro Forma
Basis. 

  
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 “SSSSML” means State Street Syntel Services (Mauritius) Limited, a Mauritius
limited liability company. 
 “Subordinating Loan Party” has the meaning specified in Section 11.19. 

“Subsidiary” of a Person means a corporation, partnership, limited liability company or other business entity of which a
majority of the shares of Voting Stock is at the time beneficially owned by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower. 
 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or
any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“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 Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender
hereunder. 
 “Swing Line Loan” has the meaning specified in Section 2.04(a). 

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

  
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 “Swing Line Sublimit” means an amount equal to $5,000,000. The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. 
 “Syntel Delaware” means Syntel
Delaware, LLC, a Delaware limited liability company. 
 “Syntel India” means Syntel Private Limited, an Indian limited
liability company (formerly Syntel Limited, an Indian limited liability company). 
 “Synthetic Lease” means any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not
otherwise appear on a balance sheet under GAAP. 
 “Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Loan” has the meaning specified in Section 2.01(b). 

“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant
to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01. The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the Closing Date is
$300,000,000. 
 “Threshold Amount” means $17,000,000. 

“Treasury Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash
management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration,
controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 

“Treasury Management Bank” means any Person that (a) at the time it enters into a Treasury Management Agreement, is a
Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Treasury Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty
(30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Treasury Management Agreement or (c) within thirty (30) days after the time it enters into the
applicable Treasury Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Treasury Management Agreement. 

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the
outstanding Loans of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time. 

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all
L/C Obligations. 
 “Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


  
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 “UCC” has the meaning given to such term in the Security Agreement. 

“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). 

“Unrestricted Cash” means all unencumbered (other than Liens in favor of the Administrative Agent securing the Obligations)
cash of the Borrower and its Subsidiaries at such time. 
 “U.S. Person” means any Person that is a “United States
Person” as defined in Section 7701(a)(30) of the Internal Revenue Code. 
 “U.S. Tax Compliance Certificate” has
the meaning specified in Section 3.01(e)(ii)(B)(3). 
 “Voting Stock” means, with respect to any Person, Equity
Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been
suspended by the happening of such a contingency. 
 “Wholly Owned Subsidiary” means any Person 100% of whose Equity
Interests are at the time owned by the Borrower directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Borrower. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

 

	 	1.02	Other Interpretive Provisions. 

 With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar
import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits


  
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and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory rules, regulations, orders and 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 real and personal property
and 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. Except as otherwise
specifically prescribed herein, 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; provided,
however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by the Borrower in accordance with accepted financial practice and consistent with the
terms of such Synthetic Lease. 
 (b) Changes in GAAP. The Borrower will provide a written summary of material changes
in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(a). If at any time any change in GAAP (including the adoption of IFRS) 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 requested hereunder
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) Calculations. Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the financial covenants in Section 8.11 shall be made on a Pro Forma Basis. 

  
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 (d) FASB ASC 825 and FASB ASC 470-20. Notwithstanding the above, 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. 
  

	 	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	Times of Day; Rates. 

 Unless otherwise specified, all references herein to times of day
shall be references to Eastern time (daylight or standard, as applicable). 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	Letter of Credit Amounts. 

 Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, 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 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	Revolving Loans and Term Loan. 

 (a) Revolving Loans. Subject to
the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings
shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving 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. Revolving Loans may be Base Rate Loans or Eurodollar Rate
Loans, or a combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans or Eurodollar Rate Loans (provided that, in the case of the latter, the
Borrower shall have delivered to the Administrative Agent a LIBOR indemnity letter in form and substance reasonable satisfactory to the Administrative Agent). 

  
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 (b) Term Loan. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make its portion of a term loan (the “Term Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Lender’s Term Loan Commitment. Amounts repaid on the Term Loan may not
be reborrowed. The Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein; provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans or
Eurodollar Rate Loans (provided that, in the case of the latter, the Borrower shall have delivered to the Administrative Agent a LIBOR indemnity letter in form and substance reasonable satisfactory to the Administrative Agent). 

 

	 	2.02	Borrowings, Conversions and Continuations of Loans. 

 (a) Each Borrowing,
each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan
Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00 p.m. (i) three
(3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans. Each 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 $500,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing,
a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. Notwithstanding
the foregoing, (i) unless the Administrative Agent receives notice of a conversion of an existing Eurodollar Rate Loan to a Base Rate Loan at least three (3) Business Days prior to the expiration of the Interest Period applicable to such
Eurodollar Rate Loan, such Eurodollar Rate Loan shall be deemed to have been continued as a Eurodollar Rate Loan with an Interest Period of one month, (ii) if the Borrower fails to specify a Type of a Loan in a Loan Notice, then the applicable
Loans shall be made as Base Rate Loans, and (iii) if the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one (1) month. 
 (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable 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 extension as Eurodollar Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension,
Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in 

  
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accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with
respect to a Borrowing of Revolving Loans 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 the Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of
the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. 

(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. 
 (e) After giving effect to all Borrowings, all
conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 8 Interest Periods in effect. 

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the
portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and
such Lender. 
 (g) This Section 2.02 shall not apply to Swing Line Loans. 

 

	 	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 in Dollars for the account of the
Borrower or any of 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
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving 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. 

  
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 (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 the requested Letter of Credit would occur more than
twelve months after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or 

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Lenders with a Revolving Commitment have approved such expiry date; provided, however, that a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the Letter of Credit Expiration Date if such Letter of
Credit has become subject to the Minimum Collateral Amount or other arrangements, in each case satisfactory to the Administrative Agent and the L/C Issuer, and the L/C Issuer has released all Lenders with Revolving Commitments in writing from their
participation obligations with respect to such Letter of Credit. 
 (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; 
 (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 $500,000; 

(D) such Letter of Credit is to be denominated in a currency other than Dollars; 

(E) 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 Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to
Section 2.15(b)) 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 

  
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 (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 the 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 the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit
does not accept the proposed amendment to the 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 completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States
mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. 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 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. 

  
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 (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 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 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
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, 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 (7) 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 5.02 is not then satisfied, and in each 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. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by 

  
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the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and
the conditions set forth in Section 5.02 (other than the delivery of a Request for Credit Extension). 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 at the Administrative Agent’s Office 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 Revolving Loan that is a Base Rate
Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 
 (iii)
With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans because the conditions set forth in Section 5.02 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 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 Revolving 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 Revolving 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 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 Revolving Loans pursuant to 

  
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this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by the Borrower of a 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 greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, 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 Revolving Loan included in the relevant 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
demonstrable 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 Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof 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 11.05 (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 Federal Funds 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; 

  
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 (ii) the existence of any claim, counterclaim, setoff, defense or other right
that any Loan Party 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) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the
Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower; 
 (v) honor of a demand
for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 
 (vi)
any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is
authorized by the UCC, the ISP or the UCP, as applicable; 
 (vii) 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; or 
 (viii) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary. 

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 such 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 

  
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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 from
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 (viii) 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, as determined by a court of competent jurisdiction by final and nonappealable judgment, by the L/C Issuer’s willful misconduct or gross negligence, a breach in bad faith of its obligations hereunder 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 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, the rules of the ISP shall apply to each 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 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, subject to Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) equal to Applicable Rate times the
daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate, to the extent applicable pursuant to Section 2.06(b). 

  
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 (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 a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on 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 1.06. 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. 
 (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. 
  

	 	2.04	Swing Line Loans. 

 (a) Swing Line Facility. Subject to the 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 (each such loan, a “Swing Line Loan”) to
the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided,
however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such
Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) 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. 

  
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 (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made
upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business
Day. Promptly after receipt by the Swing Line Lender of any 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 Borrowing of Swing Line Loans (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 V 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. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole 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 Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for
the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than delivery of a Request for Credit Extension). The Swing Line
Lender shall furnish the Borrower with a copy of the applicable 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 Loan
Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that
is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

  
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 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender
that each of the 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 greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, 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 Revolving Loan included in the relevant
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 demonstrable error. 
 (iv) Each Lender’s obligation to make Revolving 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 that 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 Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 5.02. 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 thereof in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (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 Federal Funds 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. 

  
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 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans 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. The Borrower shall make all payments of principal and interest in respect of
the Swing Line Loans directly to the Swing Line Lender. 
  

	 	2.05	Prepayments. 

 (a) Voluntary Prepayments of Loans. 

(i) Revolving Loans and Term Loan. The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative
Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00
a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000
in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of the Term Loan shall be applied as directed by the Borrower. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such
Lender’s 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 2.15, each such prepayment
shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. 
 (ii) Swing
Line Loans. 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 or a whole
multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

  
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 (b) Mandatory Prepayments of Loans. 

(i) Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving
Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line 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(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate
Revolving Commitments then in effect. 
 (ii) Dispositions and Involuntary Dispositions. The Borrower shall prepay the
Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions and Involuntary Dispositions, in each case, to
the extent such Net Cash Proceeds are not reinvested in assets within three hundred and sixty-five (365) days of the date of such receipt of such Net Cash Proceeds from the applicable Disposition or Involuntary Disposition, provided, that if a
binding commitment to reinvest is entered into within such period of such date of receipt, the reinvestment period shall be extended an additional one hundred eighty (180) days; provided, however, the Borrower shall be permitted to retain Net
Cash Proceeds from Dispositions in an amount not exceeding $1,000,000 in the aggregate in any fiscal year. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below. 

(iii) Debt Issuances. Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt
Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (iv) below).

 (iv) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this
Section 2.05(b) shall be applied as follows: 
 (A) with respect to all amounts prepaid pursuant to
Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and 

(B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (iii) first to the Term Loan
(ratably to the remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C
Obligations (without a corresponding reduction in the Aggregate Revolving Commitments in the cases of clauses second through fourth). 

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate
Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal
amount prepaid through the date of prepayment. 

  
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 (v) Limitations on Payments. All prepayments referred to in
Section 2.05(b)(ii) above with respect to Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions are subject to permissibility under applicable Law (e.g., financial assistance, corporate
benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries). There will be no requirement to make any prepayment under Section 2.05(b)(ii) with respect to
Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions if the Borrower and its Subsidiaries provide reasonable evidence to the Administrative Agent and the Lenders that it would incur a material tax
liability, including a deemed dividend pursuant to Section 956 of the IRC, resulting solely from the repatriation of such Net Cash Proceeds to any Loan Party for such prepayment. The non-application of any prepayment amounts as a consequence of
the foregoing provisions shall not, for the avoidance of doubt, constitute an Event of Default, and such amounts shall be available for working capital purposes of Borrower and its Subsidiaries, subject to the terms and conditions of this Agreement,
so long as such amounts are not required to be prepaid in accordance with the following provisions. The Borrower and its Subsidiaries shall use commercially reasonable efforts to reduce or eliminate the foregoing restrictions and/or minimize any
such costs of prepayment and repatriation and/or to overcome or eliminate any such tax liability, as applicable, and/or use the other cash resources of Borrower and its Subsidiaries (subject to the considerations above) to make the relevant
prepayment. If at any time within one year of a required prepayment date that is excused under this Section 2.05(b)(v), such restrictions, prohibitions or tax liabilities are removed or no longer applicable, the Borrower shall
immediately make the relevant prepayment in accordance with Section 2.05(b)(ii). Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by
Borrower and its Subsidiaries arising solely as a result of compliance with the preceding sentence. 
  

	 	2.06	Termination or Reduction of Commitments. 

 (a) Optional
Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice
shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would
exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving
Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of
the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid
on the effective date of such termination. 

  
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 (b) Mandatory Reductions of the Term Loan Commitment. Upon the initial
Borrowing of the Term Loan on the Closing Date, the Term Loan Commitment shall automatically terminate. 
  

	 	2.07	Repayment of Loans. 

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

(b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten
(10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date. 
 (c) Term Loan. The
Borrower shall repay the outstanding principal amount of the Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to
Section 2.05), unless accelerated sooner pursuant to Section 9.02. 
  

			
	 Payment Dates
	  	Principal Amortization
Payment
	December 31, 2016	  	$3,750,000
	March 31, 2017	  	$3,750,000
	June 30, 2017	  	$3,750,000
	September 30, 2017	  	$3,750,000
	December 31, 2017	  	$5,625,000
	March 31, 2018	  	$5,625,000
	June 30, 2018	  	$5,625,000
	September 30, 2018	  	$5,625,000
	December 31, 2018	  	$7,500,000
	March 31, 2019	  	$7,500,000
	June 30, 2019	  	$7,500,000
	September 30, 2019	  	$7,500,000
	December 31, 2019	  	$7,500,000
	March 31, 2020	  	$7,500,000
	June 30, 2020	  	$7,500,000
	September 30, 2020	  	$7,500,000
	December 31, 2020	  	$7,500,000
	March 31, 2021	  	$7,500,000
	June 30, 2021	  	$7,500,000
	 Maturity Date

of the Term Loan
	  	Outstanding Principal
Balance of the Term Loan

  

	 	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 sum of the Eurodollar Rate for such Interest Period plus the Applicable Rate;
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the 


  
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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 sum of the
Base Rate plus the Applicable Rate for Base Rate Loans. 
 (b) (i) If any amount of principal of any Loan is not paid
when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all outstanding Obligations hereunder 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) Upon the request of the Required
Lenders, while any Event of Default exists (other than as set forth in clause (b)(i) above), 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. 
 (iii) Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon written demand. 
 (c) Interest on each Loan
shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief Law. 
  

	 	2.09	Fees.  

 In addition to certain fees described in subsections (h) and (i) of
Section 2.03: 
 (a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account
of each Lender in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate
Revolving Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the
Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in Article V 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 Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b) Other Fees. 

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

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

 

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


(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate)
shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a
three hundred and sixty (360)-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (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, 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 demonstrable error. 

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other
reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have
resulted in a higher Applicable Rate for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on
written 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 fees that should have been paid for such period over the amount of 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 this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving 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
demonstrable 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 demonstrable error. Upon five (5) Business Days of written request of any Lender made through the Administrative Agent, the Borrower


  
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shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such
promissory note shall be in the form of Exhibit 2.11(a) (a “Note”). 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) above, 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 demonstrable 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 immediately available funds not later than 2:00 p.m.
on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall 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) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate
Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be
made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged
by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid 

  
 51 








 
by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included
in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders 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 immediately available funds with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 
 A notice of the Administrative Agent to any Lender or the Borrower
with respect to any amount owing under this subsection (b) shall be conclusive, absent demonstrable 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 V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without interest. 
 (d) Obligations of Lenders
Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(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 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


  
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proportion of the aggregate amount of such 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) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective 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 restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (A) 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), (B) the application of Cash Collateral provided for in
Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant,
other than an assignment to any Loan Party or any Subsidiary (as to which the provisions of this Section shall apply). 
 Each Loan Party
consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. 
  

	 	2.14	Cash Collateral. 

 (a) Certain Credit Support Events. If
(i) 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, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c) or (iv) there shall exist a Defaulting Lender and Cash Collateral is required from the Borrower pursuant to
Section 2.15(c), the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an
amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(b) and any Cash Collateral provided by the
Defaulting Lender). 
 (b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided (other than
Liens permitted under Section 8.01(m)), or that the 

  
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total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank
of America. The Borrower shall pay on written demand therefor from time to time all customary account opening, activity and other reasonable administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 9.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations
therein (including, as to Cash Collateral provided by 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 otherwise
be provided for herein. 
 (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of
the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral;
provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other
applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other
obligations. 
  

	 	2.15	Defaulting Lenders. 

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

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as


  
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required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; 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 the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in
Section 5.02 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 2.15(b). 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 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive (nor shall any fee accrue thereunder with respect to the Defaulting
Lender) any fee payable under 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). 
 (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 2.14. 

(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 (b) 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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 (b) Reallocation of Applicable Percentages to Reduce Fronting Exposure.
All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to
such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to
Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a
Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 
 (c)
Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) 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 2.14. 
 (d) Defaulting Lender Cure. If the Borrower, the
Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such
other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made
by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

ARTICLE III 
 TAXES, YIELD
PROTECTION AND ILLEGALITY 
  

	 	3.01	Taxes.  

 (a) Payments Free of Taxes; Obligation to Withhold; Payments
on Account of Taxes. 
 (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or a Loan Party, as applicable)


  
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require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such
deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. 

(ii) Without limitation of Section 3.01(a)(i), if any Loan Party or the Administrative Agent shall be required by
the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are
determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be
increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal
to the sum it would have received had no such withholding or deduction been made. 
 (iii) If any Loan Party or the
Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold
or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by
such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum
payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the
applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan
Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each
Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower 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. Each of the Loan Parties shall, and 

  
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does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (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 pursuant to Section 3.01(c)(ii) below; provided that, such Lender or the L/C Issuer shall indemnify the applicable Loan Party to the
extent of any payment by such Loan Party to the Administrative Agent pursuant to this sentence with respect to Taxes described in clauses (y) and (z) of Section 3.01(c)(ii). 

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten
(10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the 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), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in
each case, that are payable or paid by the Administrative Agent or a Loan Party 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 Administrative Agent
under this clause (ii). 
 (d) Evidence of Payments. As soon as practicable, after any payment of Taxes by any
Loan Party to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the 

  
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Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender. 
 (ii) Without limiting the generality of the foregoing, in the event that the Borrower
is a U.S. Person, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is
exempt from U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do
so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (I)
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BENE (or
W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(II) executed copies of IRS Form W-8ECI; 

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a
“U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or 

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign 

  
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Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit 3.01-D on behalf of each such direct and indirect partner; 
 (C)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and 
 (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue 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 Internal Revenue 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 Closing Date. 
 (iii) Each Lender agrees that if any
form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent
in writing of its legal inability to do so. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws,
at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or 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 any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party
or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon 

  
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the request of the Recipient, 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
Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan
Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 
 (g)
Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the
termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations. 
  

	 	3.02	Illegality. 

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

  
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	 	3.03	Inability to Determine Rates. 

 (a) If in connection with any request for
a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines 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, or (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 (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the
preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or
Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

(b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this
Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the
Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify the Borrower that such
alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any
Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 

 

	 	3.04	Increased Costs; Reserves on Eurodollar Rate Loans. 

 (a) Increased
Costs Generally. If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the
L/C Issuer; 
 (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or 

  
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 (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, converting to, continuing 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. 
 (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 and 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 demonstrable 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 forty-five (45) 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 six 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 six-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, 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 

  
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liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (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 ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten
(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 Eurodollar 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 Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or 

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a
request by the Borrower pursuant to Section 11.13; 
 including any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the LIBOR Rate used in determining 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. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in
accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, 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 at the request of the Borrower such Lender or the L/C Issuer, as applicable, shall use
reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C
Issuer, as applicable, 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 

  
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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 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 Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender
has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13. 

 

	 	3.07	Survival. 

 All of the Loan Parties’ obligations under this Article III shall
survive termination of the Aggregate Revolving Commitments, and repayment of all other Obligations hereunder. 
 ARTICLE IV 

GUARANTY 
  

	 	4.01	The Guaranty. 

 Each of the Guarantors hereby jointly and severally guarantees to each
Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms
of such extension or renewal. 
 Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the
other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to
avoidance under applicable Debtor Relief Laws or any comparable provisions of any applicable state law. 
  

	 	4.02	Obligations Unconditional. 

 The obligations of the Guarantors under
Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any
substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any circumstance whatsoever which might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under


  
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any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for
amounts paid under this Article IV until the Facility Termination Date. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not
alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: 

(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any
of the Obligations shall be extended, or such performance or compliance shall be waived; 
 (b) any of the acts mentioned in
any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; 

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or
amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in
whole or in part or otherwise dealt with; 
 (d) any Lien granted to, or in favor of, the Administrative Agent or any other
holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or 
 (e) any of the
Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). 

With respect to its obligations hereunder, each Guarantor hereby expressly waives (to the extent permitted by Law) diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any
other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations. 
  

	 	4.03	Reinstatement. 

 The obligations of each Guarantor under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any
Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of
counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any Debtor Relief Law; provided that such indemnity shall not, as to the Administrative Agent or any other holder of the Obligations, be available to the extent that such costs or
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 the Administrative Agent or such other holder of the Obligations or
(y) result from a claim brought by any Loan Party against the Administrative Agent or such other holder of the Obligations for breach in bad faith of the obligations of the Administrative Agent or any other holder of the Obligations hereunder
or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

  
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	 	4.04	Certain Additional Waivers. 

 Each Guarantor agrees that such Guarantor shall have no
right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06. 

 

	 	4.05	Remedies. 

 The Guarantors agree that, to the fullest extent permitted by Law, as between
the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 4.02 (and shall be deemed
to have become automatically due and payable in the circumstances specified in Section 4.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing
the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due
and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the
Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof. 
  

	 	4.06	Rights of Contribution. 

 The Guarantors hereby agree as among themselves that, if any
Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor
under this Section 4.06 shall be subordinate and subject in right of payment to the Obligations until the Facility Termination Date, and none of the Guarantors shall exercise any right or remedy under this Section 4.06
against any other Guarantor until the Facility Termination Date. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations;
(b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any
payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the
ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable 

  
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value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of
all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided,
however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a
Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.06
shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations. 

 

	 	4.07	Guarantee of Payment; Continuing Guarantee. 

 The guarantee in this Article IV is
a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising. 
  

	 	4.08	Keepwell. 

 Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in
this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any
such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan
Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount
of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The
obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and
this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act. 

ARTICLE V 
 CONDITIONS PRECEDENT
TO CREDIT EXTENSIONS 
  

	 	5.01	Conditions of Initial Credit Extension. 

 This Agreement shall become effective upon and
the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver by all Lenders on the Closing Date) of the following conditions precedent: 

(a) Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan
Documents, each properly executed by a Responsible Officer of the signing Loan Party. 
 (b) Opinions of Counsel.
Receipt by the Administrative Agent of customary opinions of U.S. legal counsel to the Loan Parties addressed to the Administrative Agent, and each Lender dated as of the Closing Date, and in form and substance reasonably satisfactory to the
Administrative Agent. 

  
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 (c) Financial Statements. The Administrative Agent shall have received:

 (i) the Audited Financial Statements; and 

(ii) the Borrower prepared financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending
June 30, 2016. 
 (d) No Material Adverse Change. There shall not have occurred since December 31, 2015 any
event or condition that has had or reasonably could be expected to have a Material Adverse Effect. 
 (e) Litigation.
There shall not exist any action, suit, investigation or proceeding pending or threatened in writing in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 

(f) Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall
be originals, PDFs or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent: 

(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; 

(ii) such certificates of resolutions or other corporate action and incumbency certificates evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and 

(iii) good standing certificates (including verification of tax status) to evidence that each Loan Party is duly organized or
formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. 

(g) Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: 

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

(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole
discretion, to perfect the Administrative Agent’s security interest in the Collateral; 

  
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 (iii) all certificates evidencing any certificated Equity Interests pledged to
the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank and undated stock powers attached thereto; 

(iv) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices;
and 
 (v) duly executed notices of grant of security interest in the form required by the Security Agreement as are
necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan Parties. 

(h) Evidence of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of
insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative Agent and its successors and assigns as additional insured
(in the case of liability insurance) or Lender’s loss payee (in the case of hazard insurance) on behalf of the Lenders. 

(i) Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the
Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied. 

(j) Termination of Existing Credit Facility. Receipt by the Administrative Agent of evidence that the Existing Credit
Facility concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Facility concurrently with the Closing Date are being released. 

(k) Fees. Receipt by the Administrative Agent, the Arranger and the Lenders of any fees required to be paid on or before
the Closing Date. 
 (l) Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all
reasonable documented fees and reasonable and documented out-of-pocket charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. 

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance
with the conditions specified in this Section 5.01, 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. 

 

	 	5.02	Conditions to all Credit Extensions. 

 The obligation of each Lender and the L/C Issuer
to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of 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 and each other Loan Party contained in Article VI or any other
Loan Document shall be true and correct in all material 

  
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respects with respect to any representation or warranty that is not otherwise qualified as to materiality, and in all respects with respect to any representation or warranty that is qualified as
to materiality, in each case 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
or in all respects, as applicable, as of such earlier date. 
 (b) No Default has occurred and is continuing, or would
immediately 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. 

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of 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 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit
Extension. 
 ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 

The Loan Parties represent and warrant to the Administrative Agent and the Lenders that: 

 

	 	6.01	Existence, Qualification and Power. 

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

	 	6.02	Authorization; No Contravention. 

 The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material indenture, loan agreement, mortgage, deed of trust or other instrument or similar
material contract or material lease to which it is a party to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or
(c) violate any Law (including, without limitation, Regulation U or Regulation X issued by the FRB) except in the case of clauses (b) and (c) for such violations as could not reasonably be expected to have a Material Adverse Effect.


  
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	 	6.03	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, except those referred to in Section 5.01, is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (a) those that have already been obtained and are in full force and effect and (b) filings to perfect the Liens created by the Collateral
Documents. 
  

	 	6.04	Binding Effect. 

 Each Loan Document has been duly executed and delivered by each Loan
Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws generally affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law). 
  

	 	6.05	Financial Statements; No Material Adverse Effect. 

 (a) The Audited
Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, commitments and Indebtedness, in each case to the
extent required by GAAP. 
 (b) The Borrower prepared financial statements of the Borrower and its Subsidiaries for the
fiscal quarter ending June 30, 2016 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects,
the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end
audit adjustments. 
 (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been
no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of any Loan Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property
(including any Equity Interests of any other Person) material to any Loan Party or any Subsidiary, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or which has not otherwise been disclosed in
writing to the Lenders on or prior to the Closing Date. 
 (d) The financial statements delivered pursuant to
Section 7.01(a), (b) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b) and (c)) and present fairly in all material
respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered
thereby. 

  
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 (e) 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. 
  

	 	6.06	Litigation. 

 There are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary 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) could reasonably be expected to have a Material Adverse Effect. 

 

	 	6.07	No Default. 

 (a) Neither any Loan Party nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect. 

(b) No Default has occurred and is continuing. 
  

	 	6.08	Ownership of Property; Liens. 

 Each Loan Party and each of its Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Permitted Liens. 
  

	 	6.09	Environmental Compliance. 

 The Borrower and each of its Subsidiaries (i) are in
compliance with all applicable Environmental Laws, (ii) have no Environmental Liability, (iii) are not subject to any proceeding under any applicable Environmental Laws, and (iv) have not received any written notice or inquiry from
any Governmental Authority with respect to any Environmental Laws, except, in each case as could not reasonably be expected to have a Material Adverse Effect. 
  

	 	6.10	Insurance. 

 (a) The properties of the Loan Parties and their
Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of such Persons, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The insurance coverage of the Loan Parties and their Subsidiaries as in effect on the Closing Date is outlined as to carrier, policy
number, expiration date, type, amount and deductibles on Schedule 6.10. 
 (b) Each Loan Party and its Subsidiaries
maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act
of 1994 or as otherwise required by the Administrative Agent. 

  
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	 	6.11	Taxes. 

 The Loan Parties and each of their Subsidiaries have filed all federal, material
state and other material tax returns and reports required to be filed (after giving effect to any extensions), and have paid all material federal, material state and other material taxes, assessments, fees and other material governmental charges
levied or imposed upon them or their properties, income or assets otherwise due and payable, except those payments 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 any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary is party to any tax sharing agreement. 

 

	 	6.12	ERISA Compliance. 

 (a) Each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue 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 Internal Revenue 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 Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has
occurred that would prevent, or cause the loss of, such tax-qualified status. 
 (b) There are no pending or, to the best
knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(c) (i) No ERISA Event has occurred and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or
circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect
of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as
defined in Section 430(d)(2) of the Internal Revenue Code) is sixty percent (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 sixty percent (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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	 	6.13	Subsidiaries. 

 Set forth on Schedule 6.13 is a complete and accurate list as of
the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class
owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The
outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable (to the extent applicable). 
  

	 	6.14	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 8.01 or Section 8.05 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 9.01(e) will be margin stock. 
 (b) None of any Loan Party, any
Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
  

	 	6.15	Disclosure. 

 Each Loan Party has disclosed to the Administrative Agent and the Lenders
all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. No report, financial statement, certificate or other written information (other than the projections referred to below and information of a general economic or 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 (taken as a whole)) contains any material misstatement of material 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 (after giving effect to
all supplements and updates thereto), not materially misleading; provided that, with respect to projected financial information (and other forward looking information), the Loan Parties represent only that such projected financial information
was prepared in good faith based upon assumptions believed to be reasonable at the time, it being acknowledged and agreed by the Administrative Agent and the Lenders that (a) such financial information as it relates to future events is not to
be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount, (b) the financial and business projections furnished to
the Administrative Agent and the Lenders are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower and its Subsidiaries, (c) no assurances are given by any of the Borrower or its Subsidiaries
that the results forecasted in the projections will be realized and (d) the actual results may differ from the forecasted results in such projections and such differences may be material. 

  
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	 	6.16	Compliance with Laws. 

 Each Loan Party and each Subsidiary is in compliance 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 could not reasonably be expected to have a Material Adverse Effect. 
  

	 	6.17	Intellectual Property; Licenses, Etc. 

 Each Loan Party and each Subsidiary owns, or
possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary
for the operation of their respective businesses (taken as a whole), as conducted at the applicable time this representation is made, except where the failure to so own or have rights would not reasonably be expected to result in a Material Adverse
Effect. Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date.
Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any IP Rights or the validity
or effectiveness of any IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP
Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person, except for any such infringement that could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, none of the IP Rights
material to the conduct of the Loan Party’s business, as conducted at the applicable time this representation is made, and owned by any of the Loan Parties or any Subsidiary is subject to any licensing agreement or similar arrangement except as
set forth on Schedule 6.17. 
  

	 	6.18	Solvency. 

 The Loan Parties are Solvent on a consolidated basis. 

 

	 	6.19	Perfection of Security Interests in the Collateral. 

 The Collateral Documents create
valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and, subject to the filing by the Administrative Agent of appropriate financing statements (and continuation statements) authorized
by the Collateral Documents, Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens. 
  

	 	6.20	Business Locations. 

 Set forth on Schedule 6.20(a) is a list of all real property
located in the United States that is owned or leased by the Loan Parties as of the Closing Date. Set forth on Schedule 6.20(b) is the tax payer identification number and organizational identification number of each Loan Party as of the
Closing Date. The exact legal name and state of organization of each Loan Party is as set forth on the signature pages hereto. 

  
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	 	6.21	Labor Matters. 

 As of the Closing Date there are no collective bargaining agreements or
Multiemployer Plans covering the employees of any Loan Party or any Subsidiary. Neither any Loan Party nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. 
  

	 	6.22	Sanctions; Anti-Corruption Laws. 

 (a) None of the Loan Parties, nor any
of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any
similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. 

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

	 	6.23	No EEA Financial Institution.  

 No Loan Party is an EEA Financial Institution. 

ARTICLE VII 
 AFFIRMATIVE
COVENANTS 
 Until the Facility Termination Date, the Loan Parties shall and shall cause each Subsidiary to: 

 

	 	7.01	Financial Statements. 

 Deliver to the Administrative Agent and each Lender, in form and
detail reasonably satisfactory to the Administrative Agent: 
 (a) within ninety (90) days after the end of each fiscal
year of the Borrower or, if earlier, the date such information described in this clause (a) is filed with the SEC, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent (it being acknowledged that Crowe Horwath LLP
is reasonably acceptable to the Administrative Agent), 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; and 

  
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 (b) within forty-five (45) days after the end of each of the first three
fiscal quarters of each fiscal year of the Borrower or, if earlier, the date such information described in this clause (b) is filed with the SEC, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal
quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in
comparative form as presented in the applicable Form 10-Q filed by the Borrower, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 

(c) within ninety (90) days after the end of the fourth fiscal quarter of each fiscal year of the Borrower, a consolidated
balance sheet of the Borrower and its Domestic Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, setting forth in each case in comparative form consistent with the presentation of such information in the applicable Form 10-Q filed by the Borrower, all in reasonable detail and certified by a Responsible Officer of the
Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Domestic Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 

 

	 	7.02	Certificates; Other Information. 

 Deliver to the Administrative Agent and each Lender,
in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: 
 (a) concurrently with the
delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 

(b) within sixty (60) days of the beginning of each fiscal year, beginning with the fiscal year ending December 31,
2017, an annual forecast of the Borrower and its Subsidiaries containing, among other things, financial statements on a Pro Forma Basis for each fiscal quarter of such fiscal year; 

(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or
communication sent to the equityholders of any Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which a Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of
the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d) promptly after any written request by the Administrative Agent or the Required Lenders, copies of any final management
letters, exception reports or similar letters 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; 

  
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 (e) promptly after the furnishing thereof, copies of any notice of default sent
to or received by any Loan Party or any Subsidiary thereof under or in connection with any indenture, loan or credit or similar agreement; 

(f) within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible material 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 any Loan Party or any Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request; and 

(h) concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of a
Responsible Officer of the Borrower (i) updating Schedules 6.13, 6.17, 6.20(a) and 6.20(b) since the date of the prior update (or, in the case of the first such update, the Closing Date), (ii) attaching the
insurance binder or other evidence of insurance for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements, and (iii) attaching a schedule listing
all Investments made pursuant to Sections 8.02(d)(ii) and 8.02(e). 
 Documents required to be delivered pursuant to
Section 7.01(a) or 7.01(b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are
posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent);
provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies
is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by 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 IntraLinks, Syndtrak, ClearPar or a
substantially similar electronic transmission 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 

  
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be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with
respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 11.07); (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 as “Public Side Information.” Notwithstanding the foregoing,
the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.” 
  

	 	7.03	Notices. 

 (a) Within two (2) Business Days thereof, notify the
Administrative Agent and each Lender of the occurrence of any Default. 
 (b) Within five (5) Business Days thereof,
notify the Administrative Agent and each Lender of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation
of any Loan Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding between any Loan Party or any Subsidiary and any Governmental Authority; or (iii) the commencement in writing of, or any material development in,
any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws. 

(c) Within five (5) Business Days thereof, notify the Administrative Agent and each Lender of the occurrence of any ERISA
Event. 
 (d) Within five (5) Business Days thereof, notify the Administrative Agent and each Lender of any material
change in accounting policies or financial reporting practices by the Borrower or any Subsidiary. 
 Each notice pursuant to this
Section 7.03(a) through (d) 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 applicable Loan Party has taken
and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

 

	 	7.04	Payment of Taxes. 

 Pay and discharge, as the same shall become due and payable, all its
obligations and liabilities, including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, except, in each case, to the extent (a) 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 Loan Party or such Subsidiary, or (b) the failure to pay, discharge, perform or satisfy the same could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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	 	7.05	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 8.04 or 8.05. 

(b) Preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its
organization, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal
conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(d) Preserve or renew all of its material registered patents, copyrights, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material Adverse Effect. 
  

	 	7.06	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 and condemnation and casualties excepted, except where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect. 
 (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. 
  

	 	7.07	Maintenance of Insurance. 

 (a) Maintain in full force and effect
insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with
such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. 

(b) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all real property
that is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish
to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any
redesignation of any such improved real property into or out of a special flood hazard area. 
 (c) Cause the Administrative
Agent and its successors and assigns to be named as lender’s loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any
Collateral, and cause each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative 

  
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Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled (or at least ten (10) days’
prior written notice in the case of non-payment of premium). 
  

	 	7.08	Compliance with Laws. 

 Comply 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. 
  

	 	7.09	Books and Records. 

 Maintain proper books of record and account, in which full, true and
correct (in all material respects) entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be. 

 

	 	7.10	Inspection Rights. 

 Permit representatives and independent contractors of the
Administrative Agent (which may be accompanies by representatives and independent contractors of any Lender) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (provided that members of senior management shall be given prior notice and be permitted to be present at all times), all
at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be desired (provided, that to the extent that no Event of Default has occurred and is continuing, the Borrower shall only be
responsible for the costs of one such visit per fiscal year), upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 
  

	 	7.11	Use of Proceeds. 

 Use the proceeds of the Credit Extensions (a) to refinance
certain existing Indebtedness, (b) to finance working capital and capital expenditures and (c) for other general corporate purposes (including Restricted Payments permitted hereunder); provided that in no event shall the proceeds of
the Credit Extensions be used in contravention of any Law or of any Loan Document. Without limitation of the foregoing, the proceeds of the Credit Extensions (i) will be utilized outside India for genuine business purposes, (ii) will not
be used for making investments in India, either directly or indirectly, and (iii) will not be used in a manner resulting in any capital inflow into India. 
  

	 	7.12	Additional Subsidiaries. 

 Within thirty (30) days after the acquisition or
formation of any Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion): 
 (a) notify
the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned
(directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and 

  
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 (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to
(i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) and
customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably
satisfactory to the Administrative Agent. 
  

	 	7.13	ERISA Compliance. 

 Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law; (b) cause each Plan that is qualified under Section 401(a) of
the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code. 

 

	 	7.14	Pledged Assets. 

 (a) Equity Interests. Cause (a) 100% of the
issued and outstanding Equity Interests of each Domestic Subsidiary (other than Excluded Property) and (b) 65% of the issued and outstanding Equity Interests in each Material First Tier Foreign Subsidiary, in each case, to the extent directly
owned by a Loan Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together
with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. 

(b) Other Property. (i) Cause all of its owned and leased real and personal property of each Loan Party other than
Excluded Property to be subject at all times to first priority, perfected and, in the case of real property, title insured Liens in favor of the Administrative Agent, for the benefit of holders of the Obligations, to secure the Obligations pursuant
to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall request, subject in any case to
Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, Real Property Security Documents,
landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(f) and (g), all in form,
content and scope reasonably satisfactory to the Administrative Agent. 
 (c) Notwithstanding any other provisions of the
Loan Documents to the contrary, (i) no control agreements shall be required for any assets requiring perfection through control agreements (including deposit accounts and securities accounts); and (ii) no foreign law governed pledge or
security agreement or legal opinions with respect to any pledged Equity Interests of First Tier Foreign Subsidiaries shall be required, other than (A) with respect to the pledge of 65% of the issued and outstanding Equity Interests of Syntel
India in accordance with Section 7.17, 

  
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and (B) with respect to the pledge of 65% (or such lesser percentage as is owned by a Loan Party) of the issued and outstanding Equity Interests of any other Material First Tier Foreign
Subsidiary that is reasonably requested by the Administrative Agent or the Required Lenders which, if so requested, shall be at the expense of the Borrower. 
  

	 	7.15	Depository Relationship. 

 Cause the Loan Parties, at all times, to maintain their
primary depository and operating accounts, and all treasury management services with the Administrative Agent. 
  

	 	7.16	Anti-Corruption Laws; Sanctions. 

 Conduct (and cause each of its Subsidiaries to
conduct) its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and with Sanctions and maintain policies and procedures
designed to promote and achieve compliance with such Laws and Sanctions. 
  

	 	7.17	India Pledge Agreement. 

 Within ninety (90) days of the Closing Date (or such later
date as the Administrative Agent may agree in its sole discretion), cause the Borrower to enter into the India Pledge Agreement and provide the India Pledge Power of Attorney, in each case, in form and substance reasonably acceptable to the
Administrative Agent, and in connection therewith, the Administrative Agent shall have received on or prior to such date (x) a legal opinion of outside India counsel to the Administrative Agent, in form and substance reasonably acceptable to
the Administrative Agent, and addressed to the Administrative Agent and the Lenders, (y) such consents, approvals and authorizations as may be required in connection with the India Pledge Agreement and the India Pledge Power of Attorney,
including without limitation, a “no-objection” letter from the authorized dealer bank of Syntel India approving the creation of the pledge under the India Pledge Agreement on terms reasonably acceptable to the Administrative Agent, and
(z) such other documents related thereto as shall be reasonably requested by the Administrative Agent (including a declaration or certificate from a chartered accountant or certified public accountant of the Borrower that any Credit Extension
under this Agreement will be or has been used for the purposes set out in Section 7.11), in each case, at the expense of the Borrower; it being understood, for the avoidance of doubt, that the failure of the Administrative Agent to
receive any of the items described above within the timeframe set forth above shall be breach of the covenants in this Section 7.17 by the Loan Parties. 

ARTICLE VIII 
 NEGATIVE COVENANTS

 Until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 

 

	 	8.01	Liens. 

 Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following: 
 (a) Liens created pursuant to any
Loan Document; 

  
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 (b) Liens existing on the date hereof and listed on Schedule 8.01 and any
renewals or extensions thereof, provided that (i) the property covered thereby is not changed (other than accessions to and the proceeds of the property or assets subject to such Liens to the extent provided by the terms thereof on the
date hereof), (ii) the amount secured or benefited thereby is not increased, (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 8.03(b); 
 (c) Liens (other than Liens imposed under ERISA) for taxes,
assessments or governmental charges or levies that are not more than thirty (30) days past due (provided the applicable Loan Party or Subsidiary has taken steps which operate to prevent foreclosure on any such Lien) or which at the time are not
required to be paid pursuant to Section 7.04; 
 (d) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts which are not more than
thirty (30) days overdue or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP
have been established or do not, individually or in the aggregate, materially detract from the value of the property or assets which are the subject of such Lien or materially impair the use thereof in the operation of the business of the Borrower
or any of the Subsidiaries; 
 (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation; 
 (f) deposits to secure the performance of
bids, trade contracts and leases (other than Indebtedness for borrowed money), 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, title or survey defects affecting real property
which, in the aggregate do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not
constituting an Event of Default under Section 9.01(h); 
 (i) Liens securing Indebtedness permitted under
Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (other than accessions to and the proceeds of the property or assets subject to such
Liens to the extent provided by the terms thereof), and (ii) such Liens attach to such property concurrently with or within one hundred and thirty-five (135) days after the acquisition, repair, replacement, construction or improvement
thereof; 
 (j) (i) leases, subleases, licenses and sublicenses granted to others not interfering in any material respect
with the business of any Loan Party or any of the Subsidiaries and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of the Subsidiaries or by a statutory
provision, to terminate any such lease, license, franchise grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; 

  
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 (k) any interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and other precautionary UCC financing statements (or similar filings); 

(l) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not
given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of
any Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or suppliers of the Borrower or any Subsidiary in the ordinary course of business; 

(m) (i) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, or
(ii) Liens in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(n) Liens of sellers of goods to the Borrower or any of the Subsidiaries arising under Article 2 of the UCC or similar
provisions of applicable law 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 assets of Subsidiaries that are Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries permitted
by Section 8.03(k); 
 (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (q) Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the Closing Date (other than Liens on the Equity Interests of any such Person) and any
modifications, replacements, renewals or extensions thereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets
or property of such acquired Subsidiary (other than the proceeds or products thereof and accessions thereto) or the assets of any other Loan Party or Subsidiary thereof (other than such acquired Subsidiary), and (iii) the Indebtedness secured
thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 8.03(f); 

(r) Liens arising out of a conditional sale, title retention, consignment or similar arrangements for sale of goods entered
into by any Borrower or any of the Subsidiaries in the ordinary course of business and not prohibited by this Agreement; provided that such Liens only cover the property subject to such arrangements; 

(s) ground leases in respect of real property on which facilities owned or leased by any Borrower or any of its Subsidiaries
are located, provided such Liens do not materially interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries; 

  
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 (t) Liens affecting the fee title of any leased Facilities that are created by a
party other than Borrower or any of its Subsidiaries, provided such Liens do not materially interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries; 

(u) security given to a public or private utility or any Governmental Authority as required in the ordinary course of business;

 (v) Liens on securities which are subject to repurchase agreements as contemplated in the definition of “Cash
Equivalents”; 
 (w) Liens on earnest money deposits of cash or Cash Equivalents made by any Borrower or any of the
Subsidiaries in connection with any Permitted Acquisition; 
 (x) Liens on cash collateral securing Indebtedness of any
Foreign Subsidiary incurred pursuant to Section 8.03(j); provided that the aggregate amount of cash subject to such Liens shall not exceed 103% of the amount of any such Indebtedness so secured; and 

(y) Liens not otherwise permitted by this Section 8.01 so long as (i) the aggregate outstanding principal
amount of the obligations secured by any such Liens on the assets of Loan Parties, shall not exceed $2,000,000 at any time and (ii) the aggregate outstanding principal amount of the obligations secured by any such Liens on the assets of the
Subsidiaries that are not Loan Parties, shall not exceed $15,000,000 at any one time outstanding; 
 provided that, notwithstanding the foregoing, in
no event shall the Borrower grant, or allow to exist, any Lien upon the Equity Interests of Syntel Delaware or Syntel India (other than liens permitted under Section 8.01(a)). 

 

	 	8.02	Investments. 

 Make any Investments, except: 

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

(b) Investments existing as of the Closing Date and set forth in Schedule 8.02; 

(c) Investments existing as of the Closing Date in the Borrower and its Subsidiaries and in SSSSML 

(d) Investments (i) in any Person that is a Loan Party by the Borrower or any Subsidiary and (ii) after the Closing
Date in any Subsidiary of a Loan Party that is not a Loan Party by a Loan Party; provided that aggregate Investments permitted by this Section 8.02(d)(ii) shall not exceed $75,000,000 outstanding at any one time; 

(e) Investments by any Subsidiary of the Borrower that is not a Loan Party in any other Subsidiary of the Borrower that is not
a Loan Party; provided that the aggregate Investments permitted by this Section 8.02(e) by Foreign Subsidiaries shall not exceed $150,000,000 outstanding at any time (which limitation, for clarification purposes, shall be in
addition to any Investments set forth on Schedule 8.02); 

  
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 (f) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss; 
 (g) Guarantees permitted by Section 8.03; 

(h) Permitted Acquisitions; and 

(i) other Investments (other than Investments in the nature of the Investments described in Section 8.02(d) and
(e)) (i) by Loan Parties not exceeding $10,000,000 in the aggregate at any one time outstanding, and (ii) by Subsidiaries that are not Loan Parties not exceeding $10,000,000 in the aggregate at any one time outstanding; 

provided that, notwithstanding the foregoing, the proceeds of the Loans will not be used for (i) making Investments in India,
either directly or indirectly, or (ii) in a manner resulting in any capital inflow into India. 
  

	 	8.03	Indebtedness. 

 Create, incur, assume or suffer to exist any Indebtedness, except: 

(a) Indebtedness under the Loan Documents; 

(b) Indebtedness of the Borrower and the Subsidiaries set forth in Schedule 8.03 and any refinancings, refundings,
renewals, reallocations or extensions thereof (without shortening the maturity, or increasing the principal amount thereof; 

(c) intercompany Indebtedness permitted under Section 8.02; 

(d) obligations (contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Contract,
provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated
by such Person or its Subsidiaries, or changes in the value of securities issued by such Person or their Subsidiaries, and not for purposes of speculation or taking a “market view;”; 

(e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by
the Borrower or any of the Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an
aggregate principal amount of $3,000,000 per year; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of
the principal balance outstanding thereon at the time of such refinancing; 
 (f) Indebtedness acquired or assumed in
connection with Permitted Acquisitions, provided that (i) such Indebtedness was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) no Loan Party or Subsidiary thereof (other than the acquired
Subsidiary) shall Guarantee or otherwise be obligated under such Indebtedness, and (iii) such Indebtedness incurred by the Borrower and its Subsidiaries does not exceed, in the aggregate with Indebtedness incurred by the Borrower and its
Subsidiaries under Section 8.03(g), $5,000,000 at any time outstanding; 

  
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 (g) Earn Out Obligations; provided such Indebtedness incurred by the
Borrower and its Subsidiaries does not exceed, in the aggregate with Indebtedness incurred by the Borrower and its Subsidiaries under Section 8.03(f), $5,000,000 at any time outstanding; 

(h) Indebtedness arising out of the issuance of surety, stay, customs or appeal bonds, performance bonds and performance and
completion guaranties, in each case incurred in the ordinary course of business; 
 (i) Indebtedness issued in connection
with the redemption or purchase of any such Equity Interests (if any) from (A) current or former officers, employees and directors of Borrower and its Subsidiaries (or their estates, spouses or former spouses) upon the death, permanent
disability, retirement or termination of employment of any such Person or otherwise or (B) other holders of Equity Interests, so long as the purpose of such purchase is to acquire common stock for reissuance to new officers, employees and
directors (or their estates) of Borrower and its Subsidiaries, to the extent so reissued within twelve (12) months of any such purchase; provided that in all such cases at the time of such incurrence, no Default has occurred and is
continuing or would otherwise immediately arise therefrom; 
 (j) Indebtedness under letters of credit issued on behalf of
Foreign Subsidiaries in an aggregate amount not to exceed $5,000,000 at any one time outstanding; and 
 (k) other
(i) unsecured Indebtedness of the Loan Parties in an amount not exceeding $2,000,000 in the aggregate outstanding at any one time and (ii) secured or unsecured Indebtedness of Subsidiaries that are not Loan Parties in an amount not
exceeding $15,000,000 in the aggregate outstanding at any one time. 
  

	 	8.04	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; provided that, notwithstanding the foregoing provisions
of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving
corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party
provided that such Loan Party shall be the continuing or surviving corporation, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; provided that (i) if one
Subsidiary to such merger or consolidation is a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving entity, and (ii) if Syntel India is a party to such merger or consolidation, Syntel India shall be the
surviving company, (e) any Subsidiary may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 8.05 (other than Section 8.05(b)); (f) any Subsidiary may be dissolved or liquidated so
long as any Dispositions in connection with any such liquidation or dissolution are permitted under this Section 8.04; and (g) the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition
provided that (i) if the Borrower is a party to such transaction, the Borrower shall be the surviving Person, (ii) if a Loan Party is a party to such transaction, such Loan Party shall be the surviving Person, and (iii) if Syntel
India is a party to such transaction, Syntel India shall be the surviving Person. 

  
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	 	8.05	Dispositions. 

 Make any Disposition other than: 

(a) (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the
transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.15,
(iii) such transaction does not involve the sale or other disposition of any minority Equity Interests in any Subsidiary, (iv) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect
to such Disposition, (v) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under
this Section 8.05, and (vi) the aggregate net book value of all of the assets sold or otherwise disposed of (A) by the Loan Parties in all such transactions in any fiscal year shall not exceed $2,000,000 (b) by any such
Subsidiaries that are not Loan Parties in all such transactions in any fiscal year shall not exceed $15,000,000; 
 (b) Dispositions
permitted by Section 8.04; 
 (c) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any
Subsidiary which is a Guarantor and (ii) the sale or issuance of Equity Interests of the Borrower to any employee, director or officer under any employment or compensation plans or to qualify such officers and directors; 

(d) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of Borrower and its
Subsidiaries; 
 (e) Dispositions of Accounts in connection with compromise, write down or collection thereof in the ordinary course of
business and consistent with past practice; 
 (f) leases, subleases, licenses or sublicenses of property in the ordinary course of business
and which do not materially interfere with the business of Borrower and the Subsidiaries; 
 (g) Dispositions of Equity Interests of Foreign
Subsidiaries to (i) directors or other Persons where required by applicable Law or (ii) to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, including the appointment of
nominee shareholders; and 
 (h) Dispositions of the Equity Interests of any joint venture to the extent required by the terms of customary
buy/sell type arrangements entered into in connection with the formation of such joint venture. 
  

	 	8.06	Restricted Payments. 

 Declare or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except that: 
 (a) each Subsidiary may make Restricted Payments
to the Borrower or any Guarantor; 

  
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 (b) the Borrower and each Subsidiary may declare and make dividend payments or
other distributions payable solely in the Equity Interests of such Person; 
 (c) the Borrower may declare and make the
Specified Initial Distribution; provided that (i) no Default shall have occurred and is continuing or would immediately result from such Specified Initial Distribution, (ii) the Borrower shall have delivered to the Administrative
Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the Specified Initial Distribution on a Pro Forma Basis, (A) the Consolidated Leverage Ratio would be less than 1.50 to 1.0, and (B) Liquidity would be
greater than $75,000,000, and (iii) the Borrower shall have delivered to the Administrative Agent the Solvency Certificate, executed by a Responsible Officer of the Borrower; 

(d) following the Specified Initial Distribution, the Borrower may declare and make other Restricted Payments; provided
that (i) no Default shall have occurred and is continuing or would immediately result from such Restricted Payment, and (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating
that, upon giving effect to such Restricted Payment on a Pro Forma Basis, (A) the Consolidated Leverage Ratio would be less than 1.50 to 1.0, and (B) Liquidity would be greater than $125,000,000; 

(e) any Subsidiary may make Restricted Payments pro rata to the holders of the common Equity Interests of such Subsidiary
entitled to receive the same; 
 (f) the Borrower may make non-cash repurchases of Equity Interests deemed to occur upon
exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; 
 (g) the
Borrower may redeem or repurchase Equity Interests or make payments on any notes issued in connection with the prior redemption or purchase of any such Equity Interests (if any) from (A) current or former officers, employees and directors of
Borrower and its Subsidiaries (or their estates, spouses or former spouses) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise or (B) other holders of Equity Interests, so long as the
purpose of such purchase is to acquire common stock for reissuance to new officers, employees and directors (or their estates) of Borrower and its Subsidiaries, to the extent so reissued within twelve (12) months of any such purchase;
provided that in all such cases (A) no Default has occurred and is continuing or would otherwise immediately arise therefrom, (B) the aggregate amount of all cash distributed by the Borrower in respect of all such shares so redeemed
or repurchased (including cash distributed to make payments on any notes issued in connection with the prior redemptions or purchases) does not exceed $2,000,000 in any fiscal year of the Borrower (with unused amounts being carried forward to
succeeding fiscal years), and provided further that Borrower may purchase, redeem or otherwise acquire Equity Interests pursuant to this clause (f) without regard to the restrictions set forth in the first proviso above for consideration
consisting of the proceeds of key man life insurance obtained for the purposes described in this clause (f); and 
 (h) cash
payments by Borrower in lieu of the issuance of fractional shares upon the exercise of options in the ordinary course of business. 

  
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	 	8.07	Change in Nature of Business. 

 Engage in any material line of business substantially
different from those lines of business conducted by the Borrower and the Subsidiaries on the Closing Date or any business reasonably related, supportive, complimentary or incidental thereto. 

 

	 	8.08	Transactions with Affiliates and Insiders. 

 Enter into or permit to exist any
transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions among the Loan Parties and their Subsidiaries not prohibited by this Agreement, (b) normal and reasonable compensation
and reimbursement of expenses of officers and directors in the ordinary course of business, (c) entering into reasonable employment and severance arrangements between Borrower and the Subsidiaries and their respective officers and employees as
determined in good faith by the board of directors or senior management of the relevant Person, (d) Restricted Payments permitted under Section 8.06, and (e) except as otherwise specifically limited in this Agreement, other
transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than
an officer, director or Affiliate. 
  

	 	8.09	Burdensome Agreements. 

 (a) Enter into, or permit to exist, any
Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or
measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) if such
Person is a Loan Party, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) if such Person is a Loan Party, act as a Loan Party pursuant to the Loan Documents or
any renewals, refinancings, exchanges, refundings or extension thereof, except for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03,
provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such
restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05
pending the consummation of such sale, (5) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Loan Party or such Subsidiary, (6) customary restrictions on dispositions
of real property interests found in reciprocal easement agreements of such Loan Party or such Subsidiary, (7) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or
sublicenses to the extent such provisions restrict the transfer of the license, sublicenses or the property licensed or sublicensed thereunder, (8) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary (other
than Syntel India) permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary’s
Subsidiaries and (9) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with joint ventures, provided such restrictions only apply to such joint venture. 

  
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 (b) With respect to the Loan Parties, enter into, or permit to exist, any
Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations,
whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to
Section 8.03(e), (f) or (j)(ii); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any
Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, and (iii) pursuant to customary restrictions and
conditions contained in any agreement relating to the sale of any property permitted under Section 8.05, pending the consummation of such sale. 
  

	 	8.10	Margin Stock. 

 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. 
  

	 	8.11	Financial Covenants. 

 (a) Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as of the end of any fiscal quarter to be greater than 2.50 to 1.0. 
 (b) Consolidated Fixed
Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.50 to 1.0. 
  

	 	8.12	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity. 


(a) Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders. 

(b) Change its fiscal year. 

(c) Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation
or form of organization. 
  

	 	8.13	Ownership of Subsidiaries. 

 Notwithstanding any other provisions of this Agreement to
the contrary, (a) permit any Person (other than any Loan Party or any Wholly Owned Subsidiary of the Borrower) to own any Equity Interests of any Subsidiary, except (i) as existing on the Closing Date, (ii)(x) to qualify directors where
required by applicable law or (y) to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries, including the appointment of nominee shareholders, or (iii) in connection with any
Investment permitted under the Loan Documents in connection with any Permitted Acquisition or the creation any joint venture, (b) permit any Person (other than the Borrower) to own any Equity Interests of Syntel India or (c) create, incur,
assume or suffer to exist any Lien on any Equity Interests of any Subsidiary of any Loan Party, except for Permitted Liens. 

  
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	 	8.14	Sale Leasebacks. 

 Enter into any Sale and Leaseback Transaction. 

 

	 	8.15	Sanctions; Anti-Corruption Laws. 

 (a) Directly or indirectly, use any
Credit Extension or the proceeds or any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Subsidiary, joint venture partner or other individual or entity, to fund
any activities or business with any individual or entity, or in any Designated Jurisdiction that, at the time of such funding, is the subject of any 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. 

(b) Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other individual or entity to use such proceeds, for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar
anti-corruption legislation in other jurisdictions. 
 ARTICLE IX 

EVENTS OF DEFAULT AND REMEDIES 
  

	 	9.01	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, any
amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the
same becomes due, any other amount payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants.
Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02(a), 7.03(a), 7.05, 7.11, 7.12, 7.15 or 7.16, 7.17 or Article
VIII or any Loan Party fails to perform or observed any term, covenant or agreement contained in Section 7.10 and such default shall continue unremedied for a period of five (5) Business Days after the date upon which written
notice thereof is delivered by the Administrative Agent; 
 (c) Other Defaults. Any Loan Party or any Subsidiary
thereof 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 thirty (30) days
after the earlier of (i) the date on which the Borrower or any Subsidiary delivers notice to the Administrative Agent thereof in accordance with Section 7.03(a), and (ii) the date on which written notice thereof is delivered by
the Administrative Agent or any Lender to the Borrower; or 

  
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 (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 in any material
respects, with respect to any representation or warranty that is not otherwise qualified as to materiality, and in all respects, with respect to any representation or warranty that is qualified as to materiality, when made or deemed made; or 

(e) Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise but after giving effect to all applicable grace periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate outstanding principal amount (including the stated amount of any outstanding letters of credit, whether drawn or undrawn) 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 Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed and not paid within ten (10) Business Days by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. (i) Any Loan Party or any of the Subsidiaries (A) institutes or consents to
the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or (B) 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 (C) 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 sixty (60) calendar days; or (D) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of
such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or (ii) Syntel India is or becomes a “sick industrial company” or a “potentially sick
company” as those terms are defined in the Sick Industrial Companies (Special Provisions) Act, 1985 or a “sick company” as defined in the Companies Act, 2013, or any step is taken in relation to Syntel India (A) in relation to
making of a reference under the Sick Industrial Companies (Special Provisions) Act, 1985 or the corresponding provisions of the Companies Act, 2013, (B) under the corporate debt restructuring or strategic debt restructuring mechanism or the
‘Scheme for Sustainable Structuring of Stressed Assets’ of the Reserve Bank of India, (C) for the formation of a ‘Joint Lenders Forum’ or (D) commencement of an insolvency resolution process under the Insolvency and
Bankruptcy Code, 2016. 

  
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 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of
the Subsidiaries 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 sixty (60) days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance or indemnity from a creditworthy third party as to which the insurer or such third party does not dispute coverage
or such indemnification obligation, respectively) and there is a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect or such judgments are
not discharged prior to the expiration of any such stay; or 
 (i) ERISA. (i) An ERISA Event occurs with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA 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 (other than contingent Obligations for which no claim has
been asserted), 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) Change of Control.
There occurs any Change of Control. 
  

	 	9.02	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 Minimum Collateral Amount with respect thereto); and 

  
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 (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 applicable Law or at equity; 
 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. 
  

	 	9.03	Application of Funds. 

 After the exercise of remedies provided for in
Section 9.02 (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 9.02), any
amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, 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 and L/C Borrowings, 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 (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C
Borrowings, (b) payment of Obligations then owing under any Secured Swap Agreements, (c) payment of Obligations then owing under any Secured Treasury Management Agreements and (d) Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Treasury Management Banks in proportion to the respective amounts described in this clause Fourth payable to them; and

 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law. 
 Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fourth 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 such
Guarantor’s 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. 

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

ARTICLE X 
 ADMINISTRATIVE AGENT

  

	 	10.01	Appointment and Authority. 

 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 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. 
 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 Banks and potential Treasury Management Banks) 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, 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 10.05 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 X and Article XI (including Section 11.04(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. 
  

	 	10.02	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


  
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securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party 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 or to provide notice to or consent of the Lenders with respect thereto. 

 

	 	10.03	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 or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party 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. 
 Neither the Administrative Agent
nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (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 11.01 and 9.02) 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. Any such action taken or failure to act
pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower,
a Lender or the L/C Issuer. 
 Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or
Participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by
the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. 

  
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 Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any
liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions in Section 11.05(b)(v) and Section 11.06(d) requiring that any assignee of Loans or Commitments hereunder or any
Participant be regulated and supervised as a bank under the Laws of the jurisdiction of its operation. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to
whether any Lender or Participant or prospective Lender or Participant is regulated and supervised as a bank under the Laws of the jurisdiction of its operation or (ii) have any liability with respect to or arising out of any assignment or
participation of Loans to any Person that is not regulated and supervised as a bank under the Laws of the jurisdiction of its operation. 
  

	 	10.04	Reliance by Administrative Agent. 

 The Administrative Agent shall be entitled to rely
upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, 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 be fully protected in relying 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, extension, renewal or increase of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Loan Parties), 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. 
  

	 	10.05	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 to the Lenders for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents. 
  

	 	10.06	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,


  
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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 thirty (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, provided
that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such
removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect
from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in
the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made
by, to or through the Administrative Agent shall instead be made by or to each Lender 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 (or removed) Administrative Agent (other than as provided in
Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or
removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and
under the other Loan Documents, the provisions of this Article and Section 11.04 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 (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any
capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with
transferring the agency to any successor Administrative Agent. 

  
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 (d) Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and 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 resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C
Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) 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. 
  

	 	10.07	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. 
  

	 	10.08	No Other Duties; Etc. 

 Anything herein to the contrary notwithstanding, none of the bookrunners,
arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender
or the L/C Issuer hereunder. 
  

	 	10.09	Administrative Agent May File Proofs of Claim; Credit Bidding. 

 In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on 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


  
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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(h), 2.03(i), 2.09 and 11.04) allowed in such judicial proceeding; 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and 
 (c) 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 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 11.04. 
 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. 
 The holders of the Obligations hereby irrevocably
authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed
in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of
collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the
Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis
that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or
debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid,
(ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or
Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in
clauses (a)(i) through (a)(vii) of Section 11.01, and (ii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or
better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity
Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle to take
any further action. 

  
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	 	10.10	Collateral and Guaranty Matters. 

 Without limiting the provisions of
Section 10.09, each of the Lenders (including in its capacities as a potential Treasury 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 (or evidence such release) any Lien on any property granted to or held by the Administrative Agent under
any Loan Document (i) upon the Facility Termination Date, (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Involuntary
Disposition (or, in either case, otherwise is not prohibited), or (iii) as approved in accordance with Section 11.01; 

(b) to subordinate (or evidence such subordination) (i) 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 8.01(i); or (ii) any Lien on any Collateral with respect to which Administrative Agent has the authority to release such Lien in
accordance with the Loan Document; and 
 (c) to release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. 
 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 10.10. 
 The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire
into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in
connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 
  

	 	10.11	Secured Treasury Management Agreements and Secured Swap Agreements. 

 No Treasury
Management Bank or Hedge Bank that obtains the benefit of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or
object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the
provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X 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 Treasury Management Agreements and Secured Swap
Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request,
from the applicable Treasury Management Bank or Hedge Bank, as the case may be. 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 Treasury Management Agreements and Secured Swap Agreements in the case of the Facility Termination Date. 

  
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 ARTICLE XI 

MISCELLANEOUS 
  

	 	11.01	Amendments, Etc. 

 No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by any 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 

(a) no such amendment, waiver or consent shall: 

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or
a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); 
 (ii)
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) or any scheduled or mandatory reduction of the
Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced (provided, however, in each case, the waiver, any Default, Event of Default, or
default interest shall not constitute a reduction in the rate of interest or any fee and the waiver of any Event of Default which gave rise to an acceleration of the Obligations shall not constitute the postponement of any payment of principal
(including mandatory prepayments)); 
 (iii) reduce the principal of, or the rate of interest specified herein on, any Loan
or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such
payment of principal, interest, fees or other amounts (provided, however, in each case, the waiver of any Default, Event of Default, or default interest shall not constitute a reduction in the rate of interest or any fee);
provided, however, that (A) only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate and (B) an amendment to 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 shall not be deemed to be a reduction of the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document; 

  
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 (iv) change Section 9.03 in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby; 

(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the
written consent of each Lender directly and adversely affected thereby; 
 (vi) release all or substantially all of the
Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; 
 (vii) release the
Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each
Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or 

(b) unless also signed by the L/C Issuer, no amendment, waiver or consent shall 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; 
 (c) unless also
signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and 

(d) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; 
 provided, further, that notwithstanding anything to the contrary
herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall
determine whether or not to allow a Loan Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. 

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 such 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 such Defaulting Lender disproportionately adversely relative to
other affected Lenders shall require the consent of such Defaulting Lender. 
 Notwithstanding any provision herein to the contrary the Administrative Agent
and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such
amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in
any material respect and (ii) the 

  
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Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the
date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 
  

	 	11.02	Notices and Other Communications; Facsimile Copies. 

 (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 any Loan Party, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; 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, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender or 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, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and
(ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for
the recipient. 

  
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 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, 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 any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through
the Platform, any other electronic platform or electronic messaging service, or through the Internet. 
 (d) Change of
Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the 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 (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan
Notices) purportedly given by or on behalf of any Loan Party 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 Loan Parties 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 a Loan Party. 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. 

  
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	 	11.03	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 or under any other Loan Document (including the imposition of the Default Rate) 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 10.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) 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 11.08
(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 10.02 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. 
  

	 	11.04	Expenses; Indemnity; and Damage Waiver. 

 (a) Costs and Expenses.
The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the
reasonable and documented fees and reasonable and documented out-of-pocket charges and disbursements of one primary counsel (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in
each such jurisdiction) counsel for the Administrative Agent), 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 reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees and reasonable and documented
out-of-pocket charges and disbursements of one primary (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction) counsel for the Administrative Agent, any
Lender or the L/C Issuer and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and one additional foreign and local counsel in each applicable jurisdiction) to all affected Persons), in connection


  
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with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with
the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. 
 (b) Indemnification by the Loan Parties. The Loan
Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees and reasonable and documented out-of-pocket charges and disbursements of one primary (and
appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction) counsel for all Indemnitees, and, solely in the case of an actual or perceived conflict of interest, one
additional counsel (and one additional foreign and local counsel in each applicable jurisdiction) to all affected Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including and 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 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 a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party 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 any Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any
Loan Party against an Indemnitee for breach in bad faith of any Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from
any non-Tax claim. 
 (c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them 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 

  
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of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made
severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto (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 (other than in respect of any such damages incurred or paid by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No party
hereto 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 party 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 party as
determined by a final judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this
Section shall be payable not later than twenty (20) calendar days after written demand (together with reasonably detailed supporting documentation) therefor. 

(f) Survival. The agreements in this Section and the indemnity provisions of Section 11.02(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 Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

 

	 	11.05	Payments Set Aside. 

 To the extent that any payment by or on behalf of any Loan Party 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 Federal Funds Rate from time to time in effect. 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. 

  
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	 	11.06	Successors and Assigns. 

 (a) Successors and Assigns Generally.
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the L/C 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 and the other Loan Documents (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 related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the
aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of
any assignment in respect of a Revolving Commitment (and the related Revolving Loans thereunder) and $5,000,000 in the case of any assignment in respect of the Term Loan 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). 

  
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 (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights
and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder) and its outstanding Term
Loans on a non-pro rata basis; 
 (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 ten (10) Business Days after having received notice
thereof; 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be
required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable facility subject to such assignment,
an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of Revolving Loans
and Revolving Commitments. 
 (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 shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) a
natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), or (D) any Person that is not regulated and supervised as a bank under the Laws of the jurisdiction of
its operation. 
 (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


  
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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. 
 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 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section. 
 (c) Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or
the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans 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 demonstrable error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender, the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or any Person that is not regulated and supervised as a bank under the Laws of the jurisdiction of its operation) (each, a “Participant”) in all or a portion of such


  
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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 11.04(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 Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the
Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the
provisions of Sections 3.06 and 11.13 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 11.08 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 a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of
this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

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

  
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 (f) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty days’ notice
to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer or Swing Line Lender, 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 Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) 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. 
  

	 	11.07	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 Related Parties (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction
over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any 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 any Loan Party 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 or its Affiliates. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the
lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. 

  
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 For purposes of this Section, “Information” means all information received from
a Loan Party or any Subsidiary or any Loan Party’s or Subsidiaries’ directors, officers, employees, trustees, investment advisors or agents, including accountants and legal counsel, relating to the Loan Parties 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 such Loan Party or any Subsidiary. 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 or as otherwise required by applicable Law. 
 Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Loan Party 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. 

 

	 	11.08	Set-off. 

 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 any Loan Party (other than trust accounts,
accounts solely for payroll and employee benefits and other similar accounts) against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document that are not paid when due to the
Administrative Agent to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or 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 2.15 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. 

  
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	 	11.09	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.

  

	 	11.10	Counterparts; Integration; Effectiveness. 

 This Agreement and each of the other Loan
Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer 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 5.01, 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 fax transmission or e-mail
transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed
counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart. 

 

	 	11.11	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. 

 

	 	11.12	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 11.12, 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. 

  
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	 	11.13	Replacement of Lenders. 

 If the Borrower is entitled to replace a Lender pursuant to the
provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections
3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible 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 (if any) specified in
Section 11.06(b); 
 (b) such Lender shall have received payment of an amount equal to 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; 
 (d) such assignment does not conflict with applicable Laws; and 

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
  

	 	11.14	Governing Law; Jurisdiction; Etc. 

 (a) GOVERNING LAW. THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) 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. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT
COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED


  
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PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN
THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. EACH 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 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
  

	 	11.15	Waiver of Right to Trial by Jury. 

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

  
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	 	11.16	Electronic Execution of Assignments and Certain Other Documents. 

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

	 	11.17	USA PATRIOT Act. 

 Each Lender that is subject to the Act (as hereinafter defined) and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties 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 the Loan Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Loan Parties 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. 

 

	 	11.18	No Advisory or Fiduciary Relationship. 

 In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective
Affiliates, on the one hand, and the Administrative Agent, the Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each of the Loan Parties 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, the Arranger and the Lenders 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 Loan
Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent , the Arranger nor any Lender has any obligation to the Loan Parties 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, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of 

  
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the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and
their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 
  

	 	11.19	Subordination of Intercompany Indebtedness. 

 Each Loan Party (a “Subordinating
Loan Party”) agrees that the payment of all obligations and indebtedness, whether principal, interest, fees and other amounts and whether now owing or hereafter arising, owing to such Subordinating Loan Party by any other Loan Party is
expressly subordinated to the payment in full in cash of the Obligations. If the Administrative Agent so requests, any such obligation or indebtedness shall be enforced and performance received by the Subordinating Loan Party as trustee for the
holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this
Agreement or any other Loan Document. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to any such obligations and indebtedness, provided,
that in the event that any Loan Party receives any payment of any such obligations and indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, to the Administrative Agent. 
  

	 	11.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 

 Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any
such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in
such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect
to any such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such
liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 [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. 
  

					
	BORROWER:	  	SYNTEL, INC.,
		  	a Michigan corporation
			
		  	By:	  	  

		  	Name:	  	
		  	Title:	  	
		
	GUARANTORS:	  	SKILLBAY LLC,
		  	a Michigan limited liability company
			
		  	By:	  	  

		  	Name:	  	
		  	Title:	  	
		
		  	SYNTEL CONSULTING INC.,
		  	a Michigan corporation
			
		  	By:	  	  

		  	Name:	  	
		  	Title:	  	


  
 SYNTEL, INC. 

CREDIT AGREEMENT 









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

		  	Name:	  	
		  	Title:	  	


  
 SYNTEL, INC. 

CREDIT AGREEMENT 









					
	LENDER:	  	BANK OF AMERICA, N.A.,
		  	as a Lender, L/C Issuer and Swing Line Lender
			
		  	By:	  	  

		  	Name:	  	
		  	Title:	  	


  
 SYNTEL, INC. 

CREDIT AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SYNTEL, INC. 

CREDIT AGREEMENT 








 
			
	WELLS FARGO BANK, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SYNTEL, INC. 

CREDIT AGREEMENT 








 
			
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SYNTEL, INC. 

CREDIT AGREEMENT 








 
			
	BANK OF THE WEST,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SYNTEL, INC. 

CREDIT AGREEMENT